Attack of the Clones Reimagined - A Screenplay
by batmanunderoos
Summary: Fresh from the destruction of the Jedi temple on the moon of Coruscant, Black Sun continues to terrorize the galaxy. Let by General Grievous, Black Sun hides in the shadows, emerging only long enough to commit their deadly attacks. Their vision clouded, the Jedi grow increasingly certain an unnatural dark power grows in strength. A complete AU re-imagining of the SW prequels.


A long time ago, in a galaxy far, far away...

Star Wars: Attack of the Clones

It is a dark time for the Republic. Fresh from the destruction of the Jedi temple on the moon of Coruscant, Black Sun continues to terrorize the galaxy. Let by General Grievous, Black Sun hides in the shadows, emerging only long enough to commit their deadly attacks on unprepared systems.

At the suggestion of Chancellor Palpatine, The Jedi Order have moved their training facility to Coruscant, where they assist in developing a Grand Army of the Republic. Recruits, determined to defeat Grievous but new to combat, come from all corners of the galaxy.

No closer to finding the source of their clouded vision, the Jedi grow increasingly certain that an unnatural dark power continues to grow in strength...

The screen glows a faint gray. The deepens to black as the sound comes up.

In the background - muttering and procedural sounds. A hiss, then quiet.

Mace Windu (o.S.)

Count Dooku, you have violated the sanctity of this Order. You are hereby-

Yoda (O.S.)

Wait. Recant, you can, Master Dooku. Find your way back. Too late for you, it is not.

The lights come up.

Int. Jedi Temple, Coruscant Moon - Dawn

Jedi Masters form a circle. COUNT DOOKU stands in the center.

Dooku

What is the Order, Master Yoda? Old rules? How many here know the meaning of the traditions you cling to?

YODA

Meaning is the culmination of practice. Know this, you do.

DOOKU

What are you proposing, Master Yoda? Abandonment? Forget all I have learned?

YODA

Not forget. Unlearn, you must-

DOOKU

Must nothing!

(Scoffing.)

There is much you do not know.

Yoda

(Pleading.)

Your last chance, this is.

DOOKU

Your taboos... benighted interdictions! He is real! He is... my son!

From behind Dooku steps a boy, 10 years of age.

Yoda stares with solemn eyes, then sighs.

YODA

You go to far. Master Windu...

Yoda turns.

WiNDU

Banished from the Order. Take your...

Windu looks at the boy.

WinDU (CONT'D)

... Things. And leave.

A gavel pounds. Dooku and the boy walk one way, Yoda the other.

Fade Out:

Int. HOme of Darth Plagueis - Night

An ornate living room. Artwork adorns the walls. Statues, figurines, and carvings dot the shelves.

DARTH SIDIOUS leisurely strolls by.

Stopping at a desk, he looks in a drawer and sneers at the flawlessly arranged scrolls lining every inch.

He continues on.

He spies a dark urn resting atop a thick column. Circling the urn, he reaches for the cover.

The voice of DARTH PLAGUEIS echoes through chamber.

Plagueis

A Spirit Urn. Muunilist. Over 1,000 years old if my estimates are correct.

Sidious pulls his hand back as if attacked by a snake.

PlAGUEIS (CONT'D)

Filthy things, full of dead Sith lords. I would never keep one had it any contents. But you know that, my apprentice.

Sidious turns. Plagueis - a tall Muun with a long face, large forehead, and milky white and purple skin - walks calmly toward him.

Sidious

Death is a part of life my master.

PLAGUEIS

Not _my_ life my friend. Thank you for coming. I hear the war is going... well.

SIDIOUS

It serves a purpose. The senate continues to fall in line. Soon it will be little more than a ceremonial body. I must remember to throw a parade, so they have something to do.

PLAGUEIS

Be careful, my apprentice. Sith deserve their pride, but arrogance causes blindness. Grievous makes more war than we wanted.

SiDIOUS

_You_ create this blindness my master. I hold the Jedi in my fist, yet they slip through my fingers. The prophecy-

PLAGUEIS

Remains with me, my friend. You are unready.

SIDIOUS

(Frustrated.)

All these years. You know only who you wish me to be.

PLAGUEIS

And who is that?

SIDIOUS

Your lessor. But I have long since surpassed you, my _master_.

PLAGUEIS

It is you who misunderstands me, my friend. I desire an equal. When you decipher this, you will be ready for the prophecy.

SIDIOUS

I truly do not understand.

PLAGUEIS

Without wisdom the prophecy will do little for you my apprentice. Understand that and you come infinitely closer to the rest.

SIDIOUS

Yes, my master.

Sidious bends into a deep kneel in front of Plagueis.

Plagueis approaches and places a hand on Sidious's shoulder.

PLAGUEIS

(Eyes closed. Long, slow breaths.)

Patience, my friend. We will rule the galaxy, you and I. You in the foreground, awash in power; me in the background, pulling destiny's strings.

Sidious places both his hands on Plagueis's extended hand. Caressing master's palm, Sidious looks up at his master's face; Plagueis looks down.

Something like love passes between them.

Sidious snarls. His caress turns to a clench. Plagueis's expression turns to pain.

Sidious presses deeply into the hand, spreading the fingers back and opening the palm wide.

PlAGUEIS (CONT'D)

What is this?

SIDIOUS

I need no puppeteer!

Blue lighting bursts from Sidious's fingers and burrows deep into Plagueis's hand, arm, and head. It circles his teeth as he speaks.

PLAGUEIS

(Sputtering.)

How. How dare... How dare you.

SIDIOUS

What have you left to teach me now Plagueis? Is it patience again? You lack the will to act.

Plagueis's expression hardens. He attempts to force push Sidious off.

Sidious is ready for this - he maintains his grip, flips Plagueis onto his back, slamming him to the floor. Sidious is up quickly, turning Plagueis's palm in his hand but not letting go.

Plagueis smokes under the waves of lightning. Gesturing with his free hand, his lightsaber flies off his belt and towards his palm. Sidious sees it, and trains his concentration on the saber.

The lightsaber stops in mid-air, spinning on its axis, hanging between the two Sith Lords.

PLAGUEIS

Truly I have grown old. Stop this. The prophecy. I will s-share it with you.

SIDIOUS

Groveling my master? Only at the end do you finally see your shadow, darker than the evening shade. I will have your knowledge. Your resting place will mark your inferiority.

With one hand, Sidious swings and knocks the lightsaber across the room. He puts both of Plagueis's hands in one of his and presses them against Plagueis's chest.

Awash in hatred, Sidious pumps Plagueis full of the lightning. Plagueis's eyes follow Sidious's free hand as he reaches out, using the force to pull the spirit urn to him, placing it next to Plagueis's head.

Plagueis concentrates on his lightsaber. It inches toward them. His eyes open wider.

The saber flickers on and off. Plagueis's eyes drain of color.

The lightsaber reaches him, tilts up, teeters on it's edge.

Plagueis's eyes dim as the lightsaber falls. He dies.

Waves of cloud-like essence flow from Plagueis's body. Straddling Plagueis's dead body, Sidious reaches up with both arms outstretched.

SiDIOUS (CONT'D)

All your knowledge! All your power! I will have it!

Waves coalesce about Sidious and are absorbed into his body. His face grays and wrinkles. His brow thickens and his eyelids droop.

The act of absorbing the spirit of another is so unnatural it has consequences for the body of the absorber.

Sidious relishes the moment.

Plagueis's body disintegrates into gray ash. Using the force, Sidious whisks the ash in to the spirit urn. He collapses on the ground, holding his own head.

SIDIOUS (CONT'D)

Where is it... Where is it... Yes... the prophecy... a holocron...

Sidious whirls. The wall is inlaid with pyramids the size of a fist. Sidious pulls at one. Smoky images project from the top: ships, aliens. Sidious drops it and resumes searching. He pulls more pyramids but dismisses them.

Sidious pauses, closes his eyes, reaches, and pulls a final pyramid.

A smooth cut down the middle, it is half the size of the others.

Frowning, he inhales deeply when ANAKIN SKYWALKER's face is projected from top.

SIDIOUS (CONT'D)

Is this what you thought I was unready for my master? The prophecy... incomplete. You never suspected I might know...

(Looks up.)

... Who has the other half.

He pockets the holocron, picks up the spirit urn, and fits his hood over his head.

He walks calmly through the building. Outside, he boards shuttle and signals take off.

The ship passes over Coruscant and lands on a dark corner of CHANCELLOR PALPATINE's residence. Sidious exits, and proceeds to his meditation chamber.

A red light blinks slowly by the raised platform. Smirking, Sidious flips a switch and it fades out.

He places the spirit urn on a shelf, then sits cross-legged on a small pad. Setting the holocron down in front of him, he relaxes into deep meditation.

Cut TO:

Ext. Space Near Alderaan

A contingent of Delta-7 _Aethersprite_s lead by OBI WAN KENOBI exits hyperspace.

OBI WAN KENOBI

Obi Wan Kenobi to Republic One. We've arrived in Alderaan space. No sign of Black Sun.

Republic One Communications (O.S.)

We read you, General Kenobi. Keep your eyes peeled. They're out there.

OBI WAN KENOBI

Still no sign... Wait-

Obi Wan adjusts his sensors.

OBI WAN KENOBI (CONT'D)

I see him. Scout ship. Just one so far.

He hits some switches and leans into the accelerator.

Obi WAN KENOBI (CONT'D)

Alpha team, form on my starboard. Attack position. Get there before his friends show up.

The ships flank Obi Wan and fan out in pursuit.

On one of the _Aethersprites._

Stormtrooper Navy Pilot I

We'll get him, General.

On Obi Wan.

ObI WAN KENOBI

Keep an eye out. I have a bad feeling about-

Obi Wan's _Aethersprite _is slammed with a concussive blast. He whips around the ship and see's a large fleet of Black Sun _A-Wing_ fighter lighting up the space in front of him with laser blasts.

OBI WAN KENOBI (CONT'D)

Evasive maneuvers! Come around!

(Into the communicator.)

Republic One, we're going to need backup. There's... too many of them.

RepUBLIC ONE COMMUNICATIONS

Star Destroyer _Bellum _on route. Three clicks.

The _Aethersprites_ swing around. They are vastly outnumbered.

OBI WAN KENOBI

Dive!

The _Aethersprites_ react slowly, fanning out behind Kenobi's lead ship. They pivot into swirling dives but undercut by the faster _A-Wings. _

OBI WAN KENOBI (CONT'D)

Damn. Pull up!

Kenobi yanks up on the throttle. The _Aethersprites _follow in a looping attempt to achieve a less vulnerable position.

Stormtrooper Navy Pilot II

General Kenobi, one is on your flank. Alpha three, cover me while I take him out-

OBI WAN KENOBI

No no no! Stay in position!

It's too late. Two Black Sun ships see an opening and seconds later an explosion behind Obi Wan.

ObI WAN KENOBI (CONT'D)

Everyone keep the formation! Stay on my ship. We need to buy more time!

Another explosion, and team Alpha is down another member.

OBI WAN KENOBI (CONT'D)

(Into Communicator.)

Republic, we need that backup now.

RepUBLIC ONE COMMUNICATIONS

On approach, General.

Kenobi looks up. The huge Star Destroyer exits hyperspace, guns ablaze. Dozens of Black Sun ships are destroyed before the rest can retreat into hyperspace.

Obi Wan breathes a sigh of relief.

INt. _The BELLUM_

Obi Wan faces a communicator, the holographic images of MACE WINDU and COMMANDER OZZEL project in front of him.

OBI WAN KENOBI

The Stormtroopers are not ready for this. They need more training, and not the kind that kills.

Commander Ozzel

Only three troopers were lost today. You were vastly outnumbered, General.

OBI WAN KENOBI

This isn't about that. The troops are not disciplined.

Mace Windu

Master Kenobi is correct. Had they stayed in position we could have avoided any casualties.

Ozzel shrugs.

ComMANDER OZZEL

Experience comes from experience. Those who survived benefit.

Obi Wan and Windu make grim eye contact.

OBI WAN KENOBI

We understand acceptable casualties, Commander, but today three young soldiers died because you put them in the field too soon.

COMMANDER OZZEL

I will report your thoughts to my commanding officer. I doubt he will agree with your assessment of the situation.

OBI WAN KENOBI

Grievous won't be satisfied with these skirmishes for long. He's been building his army for far longer than we have. If he rallies more to his cause or finds a new ally-

COMMANDER OZZEL

Do you have a better idea, General?

Obi Wan can only answer with tight-lipped silence.

CommANDER OZZEL (CONT'D)

As I said, I will make sure your thoughts on the matter are in my report. Congratulations on your victory today, General.

Ozzel's image fades. Obi Wan turns to Windu.

Obi WAN KENOBI

Am I mistaken?

MaCE WINDU

Commander Ozzel's assessment is clumsy, but not wrong.

Obi Wan sighs.

OBI WAN KENOBI

Perhaps I am too attached.

MACE WINDU

Many more will die before this is over, Master Kenobi.

OBI WAN KENOBI

The troopers work hard. Some died trying to protect me.

MACE WINDU

Do not allow compassion to cloud your judgement, Master Kenobi. A leader is devoted to the cause, and for a Jedi... without control the rest will not matter.

Obi Wan wrestles with this.

OBI WAN KENOBI

You are right, of course. But I will not call today a victory.

MACE WINDU

You are a wise and powerful Jedi, Master Kenobi. War makes real the lessons of the classroom.

Obi Wan hesitates, but continues.

OBI WAN KENOBI

I am... conflicted, Master Windu. For those who wish it, war is an instrument - The Chancellor, the military, Grievous, even the Jedi - all claim power in some way.

MACE WINDU

The galaxy must be protected. We do what is required. Now, return home, Master Kenobi.

OBI WAN KENOBI

The more power the Jedi grasp the weaker our connection with destiny. Even Master Yoda becomes blind.

Windu grows stern.

MACE WINDU

Come home, Master Kenobi.

OBI WAN KENOBI

Not long ago, we would have been unwilling to accept the casualties we welcomed today. Everything is fracturing. Lines are drawn, then crossed. I am not sure we notice the moments as they pass. How far must we go to find out-

Windu cuts him off.

MACE WINDU

Come home, Obi Wan!

Windu slams a button and fades from Obi Wan's view.

Beat. Jedi rarely lose their patience.

OBI WAN KENOBI

Who we are. Yes, Master Windu.

_The Bellum_ moves slowly across the Alderaan sun.

FaDE OUT.

INt. paLPATINE'S QUARTERS

Night changes to day. Sidious rises and exits his chambers. As he walks waves of illusion flow around him, covering him in political garb.

Pausing in front of a mirror, he frowns at his withered countenance. He draws a hand down across his face and new waves of illusion wrap around until it appears as it did before.

He exhales deeply. This took great effort.

Palpatine exits, and is greeted by a cadre of staff members who hand him things to sign and review as he boards a large shuttle.

The shuttle travels to a huge dome. Palpatine walks to the building entrance.

Stormtrooper recruitment posters adorn the walls. Palpatine enters a huge room. Stormtrooper recruits sit around the room edges.

Mace Windu leans against a doorway and surveys the room.

Windu nods at Palpatine as he enters.

Palpatine

Ah, Master Windu. The new recruits seem excited.

Windu

I don't like sharing the secrets of Jedi training with your Stormtroopers Chancellor. It's irresponsible.

PALPATINE

Irresponsible? They fight together.

Windu grunts but drops the point.

Palpatine is unperturbed.

PaLPATINE (CONT'D)

And the training facility? I presume this new space is meeting your needs?

WinDU

See for yourself.

Windu points to switches on the wall and the lights dim. The Stormtrooper recruits go silent and train their attention on the middle of the room.

Cannons, guns, and other weapons emerge from windows high up on the wall. They churn to life as they slide through the openings.

Mock shrubs, rocks, and dilapidated buildings rise from under the deck, forming a battleground of sorts.

A battalion of droids rush into the room. Equipped with lightsabers and blasters, they find positions throughout the battle zone. The hum and whir of their activated weapons fill the area with sound.

Obi Wan Kenobi steps into an empty doorway. Satisfied with the setup, he points to a door on the far side of the room.

Cut TO:

Int. The Jedi Training arena on Coruscant - Day

Anakin Skywalker and PADME AMIDALA stand pensively in a small room waiting to enter the training arena.

Anakin

I'm just saying, I think if you meet her you'll like her better.

Padme

I've already met one of your parents. That was enough, thank you.

ANAKIN

You _know_ she's different. You've talked to her!

PADME

That droid she has... PPO. Why is he always around? Is he... your brother or something?

ANAKIN

_Threepio_. And, ew. No. She _built_ him.

PADME

(Under breath.)

Creepio.

ANAKIN

Are you really saying the reason you don't want to meet my mother is because of an inconsequential protocol droid that can be switched off at any moment?

PADME

(With mock horror.)

You would switch off a family member like that? How horrible!

ANAKIN

Funny. What about your parents?

Padme gives Anakin a long look.

PadME

We can't leave now. Grievous-

ANAKIN

Isn't going anywhere.

PadME

Patience, Anakin.

ANAKIN

Thanks, Yoda.

PADME

How _dare_ you-

ANAKIN

Ow! Is that your _lightsaber_-

The heavy door slowly rises.

Light pours into the room and Anakin sees the hilt of Padme's lightsaber pushed hard into his side.

Padme smiles sheepishly.

PADME

Game time.

She stands up on her tiptoes and gives him a kiss on the cheek.

ANAKIN

She really wants to meet you.

PADME

Anakin!

ANAKIN

What?

PADME

We are at war!

The door finishes opening and Padme leaps into the room, deflecting laser fire as she goes.

Anakin shakes his head and enters the room.

He ignites his lightsaber and flings it ahead. Padme leaps toward Anakin.

Anakin forms his hands into a small platform but pulls them away before Padme can use them as a springboard.

PADME (CONT'D)

Hey!

ANAKIN

Oops.

Lasers shoot toward them. Padme deflects them while they talk.

PADME

You think I can't beat this room on my own?

ANAKIN

Not really. No.

Padme stops deflecting the bolts and kneels down, letting them pass her and head toward Anakin. Wide eyed, he leaps out of the way.

ANAKIN (CONT'D)

Ah!

PadME

Something wrong?

Anakin gives her a withering look, then Force Pushes half the practice droids clear across the room. They collapse in a heap. His lightsaber returns to his hand.

ANAKIN

(Serious.)

When this is over, I'm going to Tatooine. I need to tell my mother that my father is dead. And... what he became...

Padme observes Anakin closely.

PADME

As soon as we can.

Anakin smiles.

He reforms his hands into a platform. She runs at him, leaps, lands on his hands, and he shoots her into the air.

PadME (CONT'D)

(As she leaps away.)

Don't go too far!

Anakin contemplates that.

A blast erupts dangerously close to Anakin's face. He turns, and enters the fight.

Padme ignites her lightsaber as she spins up into the air. She cleaves through one cannon, then another. The others focus on her as she lands on the wreckage she just created.

On the ground, Anakin is chased through the wreckage by a contingent of droids attempting to corner him.

Padme emerges near Anakin and the two and become a devastating team, spinning, flipping, and launching each other through the air while engaging the droids at blinding speed.

The canons along the ceiling engage engines and fly into the room.

A new group of droids pour in through the ground-level doors.

Anakin and Padme exchange a quick glance.

ANAKIN

Meeting my mother can't be worse than this.

PADME

What, this? This is fun!

She runs towards Anakin and up his body, using his shoulders and head as her last step as she leaps back into the air and bounds from one flying canon to another, destroying them as she does.

Anakin watches her, smiling. Then he turns towards the cohort approaching him.

He turns left, then right, but is surrounded.

The troops close in. Anakin kneels to the ground. Taking a deep breath, he opens both hands, places the edges of his palms together, and launches a Sustained Force Push at the droids surrounding him. They are blown to bits.

Still leaning leisurely against the wall, Mace Windu slowly turns to Palpatine.

WinDU

We may need better practice droids.

Palpatine smiles and watches eagerly. He takes a bite of a candy bar he's eating.

PalPATINE

I'll get my people on it right away.

Anakin carves his way through the remaining droids.

When he reaches the far end of the room, floor-to-ceiling door slides open. A huge droid steps through, firing at Anakin and forcing him back.

AnAKIN

Uh oh.

In a moment between the blasts, he attempts to Force Push the droid but only manages to put a dent in the droid's hard outer shell.

The droid lunges at Anakin, who leaps to the ground and rolls sideways, avoiding the robot's massive fists.

The robot centers itself over Anakin, and brings a heavy fist down on him. Reacting quickly, Anakin Force Pushes against the fist, holding it just a few feet from his face. The robot brings a second fist down and Anakin strains, but holds that one back as well.

A canon mounted on the robot's should begins to whir to life.

AnaKIN (CONT'D)

(Panicked.)

A little help here!

PadME

Hey you! Laser-brain!

The robot looks up.

Padme stands on the last in a trail of destroyed cannons. She leaps in a swan dive.

The robot rears up and fires at her. Lightsaber ignited, she rolls into a ball and spins. Dodging and deflecting the laser blasts on her way down, she reaches the robot and cuts through it like a buzz saw.

Anakin ignites his lightsaber and takes a giant swing, cutting through the droid's legs as Padme is neatly slicing it in half. She lands solidly on the ground next to Anakin and smiles at him.

PaDME (CONT'D)

Not so tough-

They are both blown to the ground as the robot explodes.

The lights come up in the room. Anakin winces as he drags himself from the wreckage. The helping hand of Obi Wan Kenobi stretches out in front of him, and Anakin grabs it, gratefully.

AnaKIN

Do you think she meant me?

Seeing Anakin stand, the Stormtrooper recruits jump to their feet and start cheering loudly.

Obi Wan frowns.

Obi wan kenobi

Be ever mindful Anakin.

Anakin nods sheepishly. Padme emerges from the rubble. Obi Wan walks toward the room entrance. Anakin and Padme follow after him.

PADME

(Dusting herself off.)

We were pretty great thought, right Master Kenobi?

Facing away from the two Jedi, Obi Wan allows himself a small smile.

OBI WAN KENOBI

You were both quite good. Ready for the real thing I believe.

Padme skips happily past Obi Wan.

PADME

(Looking back.)

Sorry about the mess!

Anakin proceeds slowly. With a look of grateful admiration, he approaches Obi Wan, placing him arm around the Jedi Master's shoulders.

Obi Wan's eyes flash to Mace Windu, who glares. Obi Wan looks downward.

With the tiniest movement, he shrugs off Anakin's advance.

Anakin stops in his tracks, Obi Wan continues walking.

OBI WAN KENOBI

(Without turning around.)

Let's get together in the video room later today shall we? Please tell Padme.

Obi Wan keeps walking. Anakin remains still.

AnAKIN

Yes, Master Kenobi.

Sighing deeply, Anakin starts walking again. He slumps alone onto a bench.

Palpatine watches him.

Windu eyes Palpatine but doesn't move as the Chancellor rises from his seat, walks to Anakin, and sits next to him.

PalPATINE

Hello, Anakin.

ANAKIN

Chancellor? It is an honor.

PALPATINE

The honor is mine Anakin, you were the most powerful Jedi in the room today.

ANAKIN

(Nodding at Windu.)

No way.

Palpatine smiles.

PalPATINe

Well, perhaps soon enough. I hear you defeated your own father on the Jedi moon.

ANAKIN

He was... I couldn't get him to listen. Or stop.

Anakin looks intently at Palpatine

ANAKIN (CONT'D)

I killed him.

PALPATINE

And we are better for it. Don't blame yourself though Anakin. He was...

Anakin squeezes his eyes closed and slowly rests his head on Palpatine's shoulder. Palpatine places an arm around Anakin.

A tear runs down Anakin's face.

PaLPATINE (CONT'D)

... Seduced. By the dark side.

Palpatine contemplates Anakin.

PALPATINE (CONT'D)

We all have fathers Anakin. Here, I have something for you.

Palpatine reaches into a pocket and pulls out a small card-shaped device. Anakin straightens his head and looks at the device.

AnAKIN

A present?

PALPATINE

(Smiling.)

Of sorts. Anakin, I am Chancellor to the Republic - a role I love. But with such responsibility... one needs time for oneself. This is a key to my private offices. I am so busy, they go unused most of the time. Like me, you should take some time - once in a while - for yourself.

ANAKIN

I-

PALPATINE

My mentor recently passed away Anakin. He meant so much to me, taught me so much. I want to pass on some of what I've learned. To you, if you'd like.

ANAKIN

I would, but-

PALPATINE

Anakin, let's not pretend we aren't special you and I. You can be humbled, honored, unsure if you are worthy of this honor. On and on. Or you can be mindful of what I just witnessed - your prodigious skill on display. And you can accept that the place for humility is not with your mentor. You can be exceptional Anakin. A man should go as far as he can to find out who he really is.

ANAKIN

I... Thank you.

Anakin takes the access card from Palpatine. He stands, bows slightly, and walks off.

Palpatine watches him carefully as he leaves.

Cut TO:

Ext. Coruscant, City Side - Day

Wind whips along the ground. A large Wookie tacks armed forces recruitment signs to a building wall.

The wind picks up and blows a sign from the Wookie's hand. With a perturbed yawp, he grabs another and continues his work. The flyer skids along the ground.

A small boot lands on top of the flyer. CODY leans down and picks it up. He is 18, short, with an earnest face.

He holds the flyer in two hands, staring at it. A group of attractive women - on Earth these would be the "cool kids" - walk by him.

Attractive Woman

A little short for a Stormtrooper, aren't you?

Cody looks over, flustered. The women laugh as they walk by.

Cody looks up at the sky.

Quick Fade to Black.

Int. Military Recruitment Facility - Day

Cody stands at the front of a line of military recruits. He faces a desk. A battle-scarred recruiting agent sits on the other side, scanning between a computer screen and Cody.

Recruiting Agent

Place of birth?

Cody

Ord Mantell.

RECRUITING AGENT

Parents?

CODY

Dead.

RECRUITING AGENT

Recently?

CODY

Yes.

RECRUITING AGENT

Sorry. Were they in the military?

CODY

No.

RECRUITING AGENT

(Sighs.)

Why are you here kid?

CODY

Just give me a blaster and put me on the ground, sir.

RECRUITING AGENT

(Appraising Cody more closely.)

Look... kid, you're-

CODY

Short. I've heard.

CuT TO:

Ext. Military Training Facility

WILHUFF TARKIN walks toward COMMANDER OZZEL, appraising a series of Stormtrooper recruits, including Cody.

Commander OZZEL

General Tarkin. It is an honor.

TARKIN

Commander.

COMMANDER OZZEL

Troopers, this is General Tarkin. General, this is our latest batch of trooper recruits.

(With derision.)

As you can see, we accept anyone these days.

TARKIN

(Glaring.)

Soldiers win wars Commander. I am certain that under your tutelage this lot will reach their potential.

COMMANDER OZZEL

(More to the troops than to Tarkin.)

This group may be a special case! Diamonds can be formed from rock, but from dust? General, I fear it can't be done.

The troops shuffle nervously. Tarkin gives the commander a bony stare.

TARKIN

Perhaps I can find new ways to motivate them, Commander.

Tarkin scans across the line of troopers. He pauses on Cody, who is squeezed between two much larger soldiers.

TARKIN (CONT'D)

Tell me, in whom do you see the most potential?

COMMANDER OZZEL

Sir?

Tarkin continues to stare at Cody.

TARKIN

Those with size? Strength? Speed?

COMMANDER OZZEL

I... I suppose it must be strength sir.

TARKIN

Truly, Commander?

COMMANDER OZZEL

Truly. On the battlefield, the strong survive.

TARKIN

And who is the strongest in this particular batch of recruits, Commander?

The Commander points BO KEENING, the recruit standing next to Cody.

COMMANDER OZZEL

Bo Keening, sir. Biggest of the batch.

TARKIN

Fine. You, Bo Keening. Come forward. And you -

Tarkin gestures at Cody.

TaRKIN (CONT'D)

What's your name?

CodY

Cody, sir.

TARKIN

Come forward Cody, and put down your weapons. You and Bo Keening will battle, unarmed, until one of you yields.

The Commander starts laughing.

TarkIN (CONT'D)

Commander? Did I miss the joke?

COMMANDER OZZEL

I suppose you did sir. Cody is the runt of this litter.

TARKIN

You judge him by his _size_ Commander.

COMMANDER OZZEL

And why not? I'll take one Bo Keening over ten Cody's any time.

TARKIN

Fair enough. If Keening wins I'll give you ten more just like him. If Cody wins then he comes with me. I will complete his training.

COMMANDER OZZEL

Was it I who missed the joke this time, General?

TARKIN

Perhaps you did, Commander. Shall we begin?

Cody eyes Bo Keening. Keening grunts. They drop their weapons and circle each other.

Cody

(Ducking under a punch.)

What are you, part Tauntaun?

Bo keening

(Grasping at air.)

What?

CODY

(Using Bo's weight to throw him forward.)

Smell gives you away.

Bo Keening produces a growl, then lunges. Cody dances around Keening and leaps onto his back.

Cody (CONT'D)

Ya!

Cody wraps an arm around Keening's throat, choking him. Keening bucks and whips around, but is brought down, unconscious. Recruits look surprised.

COMMANDER OZZEL

(To Tarkin.)

It appears I assume to much, General. Tell me, how do you know the boy?

Tarkin scoffs.

TaRKIN

I know only a simple truth.

COMMANDER OZZEL

What truth?

Tarkin survey the troops and speaks loudly, as much for them as the Commander.

TARKIN

We are soldiers, Commander. There are many paths to the military, many journeys.

He looks at Keening, still unconscious.

TarKIN (CONT'D)

Some are born for it. Getting here is as easy as breathing.

Now back at the recruits.

TarKIN (CONT'D)

Some could choose many paths. They choose to be challenged. I salute them.

And to Cody.

TARKIN (CONT'D)

Some are born for anything but this. Yet they find their way, traveling the most difficult path because... what other choice do they have?

Cody looks down. The Commander squints at the distance. Maybe he understands.

TarKIN (CONT'D)

Find those intent on achieving the impossible and you get diamonds, even from... dust.

(To Cody.)

You're with me, son.

CoDY

Yes sir!

They exit.

FadE OUT:

Slow, Smoky Fade In:

Int. Yoda's quarters on Coruscant - EvenING

On YODA's face. Yoda holds half a pyramid-shaped holocron. Images rise, forming a row of icons in front of him. He studies them.

(Muttering.)

Son of two sons. Dawn. Family. A cave. A choice. Destiny. Cloud city. Twin revelations. The Skywalker. Hmm.

A buzz at the door. Images fade as Yoda's concentration breaks.

YODA

(Frustrated.)

Enter.

OBI WAN KENOBI enters and struggles into the small space.

OBI WAN KENOBI

Master Yoda. Apologies for the interruption. The Bothans believe they know Grievous's next target.

YODA

Mmm. Spies to do what the Force once did. Blind trust instead of trust the blind. He he!

Obi Wan stares at Yoda. He doesn't know what to make of this.

YoDA (CONT'D)

Well? Out with it Master Kenobi. What target is this?

OBI WAN KENOBI

The Chommell sector. Naboo, Master.

Yoda relaxes into deep concentration.

YODA

Mm.

Obi Wan's eyebrows raise.

YoDA (CONT'D)

Yes. Yes! Correct, the Bothans are.

Obi WAN KENOBI

But why, Master? Naboo is in the outer rim. All the targets have been so much closer to... home.

YODA

Whose home, Master Kenobi? Chancellor Palpatine. From Naboo, he is.

OBI WAN KENOBI

But still, Master. There is so little of consequence there.

YODA

Disagree, Grievous does! An attack against Palpatine this is. And, the chance we have waited for.

OBI WAN KENOBI

You believe Grievous will personally lead the attack?

YODA

I have foreseen it.

Beat.

YodA (CONT'D)

What Jedi remain on Coruscant?

ObI WAN KENOBI

Anakin and Padme, Master Windu, you, and me. Masters Ti, Kolar, and Tinn will , in time.

YODA

Act, we must. Take Skywalker and Amidala to Naboo. Speak with her family. Prepare for war.

OBI WAN KENOBI

War?

YODA

(Vexed.)

Mm. Go now. Teach, I must.

FADE OUT.

Int. Palpatine's Quarters

Anakin runs his fingers along a wall. Finding an edge, he pulls apart illusory curtains and steps through. A hallway leads him to a large door. He opens it with Palpatine's key card.

Anakin wanders around the room. He find his way to the meditation pad and sits. Eyes close. A pained look on his face.

Palpatine enters. Anakin's eyes flip open. He inhales sharply.

AnAKIN

I... didn't know anyone was here.

(Under breath)

Odd...

PalPATINE

Welcome Anakin! I see you found my meditation pad. Small sanctuary from the galaxy, but it works. I assume you found a moment of freedom from your training?

ANAKIN

Ha. Ah, not exactly. I'm supposed to be reviewing video with Obi Wan, but...

PALPATINE

Obi Wan is not the teacher you need right now. It is too bad he cannot see that. Perhaps if he could, he would allow Master Yoda to train you.

ANAKIN

Obi Wan helped me get past my fear of using a lightsaber. He-

PALPATINE

Was right for you then, wrong for you now. That was before these dark times. Before your father. The planet spins, Anakin. Our world has changed.

Anakin hangs his head.

PaLPATINE (CONT'D)

Perhaps something other than watching video would help you today. Shall we try an exercise, Anakin?

ANAKIN

What do you mean?

PALPATINE

Meditation is how I control my anger. Would you like to try?

ANAKIN

Jedi cast anger aside. Anger leads to hate.

Palpatine studies Anakin.

PALPATINE

Has it worked for you, Anakin? The anger you have, toward Obi Wan, toward your father... have you cast it aside?

ANAKIN

(Quietly.)

No.

PALPATINE

Close your eyes Anakin.

Beat. Anakin complies.

PalPATINE (CONT'D)

Why do we have these emotions, Anakin? Are they so unworthy we must forsake them in order to be... good? Or is there a purpose to everything we are born with? You are strong with the Force Anakin. Does not your anger have some part to play in your strength? I think, in time, you will find what I have learned to accept... it is in the dark times that the eye begins to see. In the deepening shade, you may meet your shadow.

Beat.

PaLPATINE (CONT'D)

What did you feel when you overcame your father, Anakin?

AnaKIN

I... don't know. Just, I didn't want him to hurt anyone.

Palpatine observes Anakin for a moment. From a shelf he pulls heavy black helmet.

It's not exactly what comes later, but reminiscent.

PALPATINE

Perhaps you are not ready to go deep enough Anakin.

Anakin opens his eyes.

ANAKIN

I am sorry. I'm-

PALPATINE

Uncomfortable with these feelings. I imagine your Jedi training avoids these questions. Perhaps a different point of view will help?

Palpatine holds up the helmet.

ANAKIN

What is that?

PALPATINE

A Penury. Ancient Bothan's claimed these helmets had dark powers. Of that, I am not sure. But I do find depriving one sense enlivens another.

Palpatine hands the Penury to Anakin, who looks at it for a moment before slipping it on.

He gasps.

AnaKIN

What's it doing to my breathing?

PALPATINE

Controlled breathing opens the mind. The Penury assists the process. In time you may learn to do this on your own. The Penury makes it easier, helps you quickly get there. Do not fight it.

Anakin nods and relaxes into slow, deep breaths.

PaLPATINE (CONT'D)

(Closing his eyes.)

Good. Good. Now, again. What did you feel when you killed your father?

Cut To:

Int. JeDI TRAINING FACILITY - Video room

Padme walks down a hallway, absentmindedly practicing with her unlit lightsaber. She peers into a room where Obi Wan watches a video loop of the day's training exercises. He rewinds and watches the exploding robot over and over.

ObI WAN KENOBI

(Without looking up.)

Padme, good. We have a lot of work to do. Where is Anakin?

Padme is visibly unhappy at the prospect of an evening watching videos with Obi Wan.

PadME

Um. Reverie I think. I'll get him.

She scampers away.

OBI WAN KENOBI

(Still staring at the video loop.)

Hmph.

Cut TO:

Int. JEDI TRAINING FACILITY - Yoda's Reverie Class

Padme tiptoes into a dimly lit room where Yoda is in mid-lecture. Eyes closed, students sit cross-legged on the wooden floor. Padme finds a spot and joins them.

Yoda

Deep breaths. Good. Good. On the breath the body centers. At rest, you find peace. Thoughts flicker in. Through the breath, allow them to pass through. Invite them to leave. Welcome them to move on.

Yoda joins the class in a few long, deep breaths.

YoDA (CONT'D)

(Whispering.)

Now, calm. Peace. You think by feeling. Here, only here, can you tell the good from the bad. Forever confronted, a Jedi is, with little decisions; tiny moments of huge importance. Difficult enough, the easy way will be. The turning moments have no feeling. Not always will you know, the path to the dark side you are on.

Deep breaths.

Cut TO:

Int. PALPATINE'S QUARTERS

Heavier breathing emanates from the Penury.

ANAKIN

At first I felt... nothing. Then, anger. I saw... endless blackness.

PALPATINE

Yes. And in that moment, when you pushed him back... after all those years of kneeling before him... what then?

ANAKIN

Fear, hate, triumph, elation. All at once.

Palpatine stares at the spirit urn on his shelf.

PALPATINE

That's _power_ Anakin. Your first real sense of what you can do. You have a power few can understand. Certainly your father, in his ignorance, could not.

Anakin struggles with this. His breathing intensifies.

PalPATINE (CONT'D)

You want that feeling again.

AnAKIN

(Shaking. Whisper quiet.)

Yes.

PalPATINE

Let the fear of that moment overwhelm you Anakin. Trigger your fight instinct. Kill before you are-

Palpatine pauses. He has just noticed images floating above the holocron on his shelf.

Lightning quick he uses the Force to bring the holocron to his hand.

PalPATINE (CONT'D)

Killed.

Palpatine is incredulous as an image of a blast helmet rises from the holocron and fades into the ether.

He looks back at Anakin.

PALPATINE (CONT'D)

Anakin, you must let anger defeat your fear. Your fury at your father, his alliance with Black Sun, his refusal to take... One. Last. Look. At. You. Even at the moment of his death.

AnaKIN

Ahhh!

Anakin screams and images shoot from the holocron. A cave. A sun. A baby.

Palpatine delights in this.

CuT TO:

Int. JEDI TRAINING FACILITY - Yoda's Reverie Class

Yoda walks in little circles as he talks.

YODA

Sometimes, the past you will see. Mistakes, regrets. To these, a Jedi pays no mind. In the repetition of things, chances you will have, to try again. Over eight hundred years old I am. Overwhelmed by regrets-

Absentmindedly, Yoda reaches into a pocket and pulls the holocron. He rolls it over in his hands.

YODA (CONT'D)

I am not.

Images shoot from the holocron. A cave. A sun. A baby. Yoda is silently shocked by this.

YODA (CONT'D)

Sometimes the future...

Yoda's voice trails off and he looks up, thinking. He surveys the group in front of him, pausing on Padme.

YODA (CONT'D)

... You will see.

Beat.

YODA (CONT'D)

Keep practicing, my students. Today you have taught me... wisdom knows nothing. For that, I thank you. Go, I must.

Padme winks an eye open and watches Yoda trundle from the room.

Cut to:

INt. PalPATINE'S QUARTERS

PALPATINE

Yes! _Yes_! Now, Anakin. You have found your _noble_ self. Your power - it is here with you. Release your anger. Harness your will. Act!

Anakin leaps, ignites his lightsaber, and brings it down fast in front of him. The saber is met by another, and Anakin duels with Palpatine, both moving at blazing speed. With tremendous fury, Anakin takes a huge swing, this time at air.

Stumbling, he pauses, then removes the helmet. Palpatine stands passively to his side.

It appears he has not moved at all.

Anakin extinguishes his lightsaber and slows his breathing.

ANAKIN

I was... I was fighting my father. I was a child. He was so big. So strong. He was choking me again. It was like... part of me was dying.

PALPATINE

The mind makes anything possible. How do you feel?

ANAKIN

Not like a Jedi.

Fade Out.

Int. JeDI TRAINING FACILITY - Video room

Obi Wan sits alone, still studying the same video loop. Artoo wanders in, twirls and beeps nearby, but gets no response.

Fade out.

Ext. Space - the Chommell sector

A ship exits hyperspace and winds down to the icy pole of the nearby planet, Chommell Minor.

Landing near a military encampment, two tall humans step out and proceed to a bunker door. It opens, and they walk through without breaking stride.

CuT TO:

Int. Grievous's Bunker - Chommell Minor

The figures continue walking. GENERAL GRIEVOUS emerges from the other end of the hall, followed by a dark robed figure, and his soldier guards.

Grievous

Count Dooku, I presume?

DOOKU

General Grievous. At last. Your reputation proceeds you, of course.

Dooku bows.

Grievous bows back.

GRIEVOUS

As does yours, Count.

They begin walking together. The others fall in line behind them. The hooded figure takes a long look at Dooku's companion.

DOOKU

My master sends his regards.

GRIEVOUS

I am honored. Someday I would like to meet your master.

Dooku looks intently at Grievous.

DOOKU

Someday.

GRIEVOUS

Displeased with me, is he?

DOOKU

He would prefer to know your targets in advance.

Grievous does not return Dooku's look.

GRIEVOUS

And I his. Alignment and cooperation are different things. I am content simply knowing we conspire to rid the galaxy of the Jedi. Is that why you are here?

DOOKU

My master seeks to gain your trust.

Grievous pauses and finally looks at Dooku. Dooku returns the look.

GRIEVOUS

Trust? Or control?

Beat.

Grievous starts walking again.

GrIEVOUS (CONT'D)

It doesn't matter. We are winning.

Dooku raises an eyebrow.

DOOKU

Are you?

Grievous stops again. He speaks slowly.

GRIEVOUS

_What do you know? _

Dooku smiles.

DOOKU

Only what my master has foreseen.

Grievous stares.

DOOKU (CONT'D)

The Republic is aware of your planned attack on Naboo. You are walking into a trap.

GrIEVOUS

Ah. That. It matters little. Once I have the planet, I will have all I need to destroy the Jedi one by one.

DOOKU

What do you mean?

GRIEVOUS

Trust... Dooku... trust. Our secrets will remain hidden I think.

Beat.

DOOKU

I have been remiss. I have not introduced you to my traveling companion.

(Extends his arm.)

This is Oowaku, my son.

Grievous turns.

GRIEVOUS

Truly? I have not heard of Jedi bearing children. I believed that was one of the many things differentiating Black Sun from their order.

Grievous's hooded companion begins circling. OOWAKU, inspecting him.

DOOKU

(Aloof.)

Some do. Not many. But, as you know, I am not a Jedi.

GRIEVOUS

But you were when you had Oowaku.

DOOKU

No.

Grievous's eyebrows raise. His hooded companion pulls back the hood. He is DARTH MAUL. He takes a deep sniff in Oowaku's direction, then turns to Dooku.

Maul

He is no son... cloner!

The soldiers draw their weapons and surround Dooku.

Uncharacteristically, Grievous steps back, looking like he smelled something rotten.

Dooku holds calmly holds up his hands.

MaUL (CONT'D)

Is this why the Jedi cast you out?

DOOKU

Jealous?

MAUL

Disgusted.

DOOKU

And you, General Grievous? Is the taboo too much even for he who finds exceptionalism amongst those the rest of the galaxy casts aside?

Grievous looks at Dooku through squinted eyes.

GriEVOUS

It is said clones are the beast version of their progenitors. That they rot as they age. Carry disease. Burst when they die.

DOOKU

I cannot claim to know the truth of the last. As for the others, do you smell... rot? Does Oowaku act as a beast?

GRIEVOUS

He doesn't speak.

DOOKU

I'm not certain that's enough of a test. But, I assure you, he does speak. Oowaku, my son, please introduce yourself.

Oowaku steps forward. The soldiers and Maul step back.

Grievous holds. Dooku notices and allows a small smile.

Oowaku

General Grievous, it is an honor.

Oowaku bows. His voice has a singsong metallic tone.

GriEVOUS

How did you do this, Count Dooku? Cloning is forbidden. The methods... lost long ago. You will be hunted.

DooKU

Few know of my transgression. And fewer still who could stop me. The Jedi are too forgiving to do more than they have already done. By the end I cared little for their institutionalism. My master is... more open minded about such things. Tell me General, you have seen my son. I promise you he carries no diseases. Do you know why cloning was _actually_ forbidden?

GRIEVOUS

I-

DOOKU

Of course not. Few do. But the answers are not so hard to find if you have access to the older sections of the Jedi archives. The Jedi believe all things flow from the Force, including death, life... and birth. Did you know that?

GRIEVOUS

I...

Grievous glances at Maul.

GrIEVOUS (CONT'D)

I am no different from the Jedi in this regard.

DOOKU

Yes, they have been quite persuasive about this. Do you see the purpose it serves?

Some awareness dawns on Grievous's face. Dooku smiles.

DoOKU (CONT'D)

You are starting to. Yes... I sense the awareness within you. Your insight serves you well.

GriEVOUS

It is a myth?

DOOKU

The Jedi cling to a truth they know is not true. The lie that only the select few they consecrate may become a one of their order, may use the Force. A lie you yourself disproved.

GRIEVOUS

We take their castaways. They are still-

DOOKU

Potential Jedi? For shame General. You above all should be open to more than simply stealing scraps from beneath the Jedi table. Tell me, how many Black Sun Force users are there?

Grievous doesn't answer.

DooKU (CONT'D)

Fewer than you would like, I think.

GriEVOUS

We were not meant be an army.

DOOKU

But you could be!

GRIEVOUS

You were a powerful Jedi, Count Dooku. If the stories are true, you are a more powerful Sith. Is it...

Grievous trails off as he looks over at Oowaku.

GrIEVOUS (CONT'D)

(Addressing Oowaku.)

Excuse me. Are you... ?

Oowaku grins. From within his vest a lightsaber floats to his hand. He ignites it.

Maul snarls. Oowaku lunges at Maul and they fight. Dooku and Grievous watch.

GRIEVOUS (CONT'D)

How many have you...

DoOKU

Created?

GRIEVOUS

Made.

DOOKU

Would you truly allow fear to keep you from destroying the Jedi?

Oowaku is well trained and Maul struggles with his balance. Soon Oowaku has Maul disarmed, and a sword at his throat. Maul gets up, spits, and walks away.

GRIEVOUS

Maul has served us well. I would not lose him.

DOOKU

My master gave Darth Maul to you. You defeated the Jedi on the Coruscant moon. Now he brings you an army of Darth Mauls.

GRIEVOUS

Your master sent Darth Maul for a purpose, and when he served that purpose your master left him, moved on to something...

Grievous appraises Dooku.

GriEVOUS (CONT'D)

... Else. Always in the shadows, your master. Agendas wrapped in agendas. I am simply a pawn. Does your master believe I do not consider what happens after the Jedi are destroyed?

DOOKU

I do not pretend to fully understand him. Nor should you. None of this precludes mutual benefit. Perhaps one day you will not share a purpose. But for now-

A Black Sun soldier enters the room and walks briskly to Grievous.

Black Sun Solider 1

General Grievous, the Jedi discovered us on Kashyyyk. All of our men are dead.

GRIEVOUS

(Sternly.)

Thank you. Dismissed.

The soldier leaves.

DOOKU

Problem, General?

GRIEVOUS

How many have you... created?

DOOKU

More than you can imagine. Not all so advanced as Oowaku, but they serve a purpose.

Grievous scans the group of Black Sun soldiers in the room.

GRIEVOUS

_Our_ purpose, Count. And I can imagine quite a lot.

DooKU

You shall have it. Are you ready to lead an army, General?

GRIEVOUS

At what price?

Dooku smiles.

Cut to:

Ext. Naboo Royal Palace

The palace is endless.

Padme, Obi Wan, AMBASSADOR BINKS, R2D2 and Anakin walk toward it, their empty ship behind them. Anakin can't help but stare.

Padme whispers to Anakin.

Padme

Relax. I grew up here you know.

ANAKIN

(Still looking up.)

The biggest building on Tatooine is a cantina.

PADME

This place has a few surprises. _Relax _Anakin.

Anakin shakes out his hands and arms, then gives Padme a terrified look.

PadME (CONT'D)

That's worse. Look, they're my parents, not Rancors. You'll be fine.

AnaKIN

We have Rancors on Tatooine.

Anakin looks up at sky at Naboo's two suns.

Anakin (CONT'D)

And twin suns.

PADME

Really? Well... Don't mention the Rancors. They don't like violence. Or Tatooine.

ANAKIN

No problem. What?

But Padme has skipped ahead.

Ambassador Binks and Obi Wan reach the palace entrance, where they are greeted by RUWEE and JOBAL AMIDALA. Anakin lingers behind, kneeling by Artoo.

Anakin (CONT'D)

(Whispering.)

I've got a bad feeling about this Artoo. Keep an eye out.

Artoo moans.

ANAKIN (CONT'D)

Uh. Either eye. But act normal. You know, beeping and twirling and stuff.

Artoo give an annoyed chortle.

ANAKIN (CONT'D)

Yes, I'm sure Padme will agree.

Beep! Beep! Bee bee beep!

ANAKIN (CONT'D)

Shhh!

Anakin puts his hand over R2's "mouth" while he tries to listen.

AmbASSADOR BINKS (O.S.)

Yes, we are certain.

ObI WAN KENOBI (o.S.)

The future is always moving. We know they are coming. Not when...

AMBASSADOR BINKS (o.S.)

Nor why.

OBI WAN KENOBI (o.S.)

May we discuss this further inside?

AMBASSADOR BINKS (O.S.)

My lords, this is not the time to refuse a Jedi emissary. We speak for the Chancellor on this.

Anakin stands. Padme finds her way to his side. They exchange a glance. Padme approaches the group.

PadME

(Nodding to Ruwee and Jobal.)  
Mother, father. May we come in?

Jobal.

My daughter. You are now a Jedi Knight?

PADME

Yes, mother.

Obi Wan raises an eyebrow. Padme notices.

PadME (CONT'D)

Or, at least, I will be. Please let us in mother. You know what happened on Coruscant. Naboo is in danger.

Ruwee

We want nothing to do with your war, or Coruscant, or your Jedi ways. This is a peaceful planet. We will not resist if we are conquered.

OBI WAN KENOBI

Grievous is not a conqueror. Whatever he wants here, it's not what it seems. Young Padme is correct, but only partly. It is not the planet that is at risk, but the galaxy.

Ruwee and Jobal exchange a look, then part and motion the group into the palace. Anakin glances at Padme. Artoo moans.

Cut TO:

Int. Naboo Royal Palace - Formal Dining room

The Jedi and Ambassador Binks receive a very formal dinner. A gigantic table seats members of the Naboo leadership council, as well as Ruwee and Jobal.

The banter around the table is focused on Grievous's attacks.

Table Banter

Heard he is more metal than man. 

Those poor Wookies. 

Something strange about that man. 

Unfortunate to live on a planet right in the middle of it all. 

There's no honor in it. Declare war if you must, but not this. 

I thought the Jedi would have found him by now. 

Fear is the goal, not conquest. 

Of course I voted to expand his power, he's a great leader.

Some look better in dark times.

This used to be such a peaceful world.

Ruwee leans away from the banter and toward Anakin. The banter continues in the background.

Ruwee

(To Anakin.)

Tatooine you said? Horrid place. And far too close to this one! We were stranded there once when our ship - Remember that hideous Corellian garbage dump we flew in once, Jobal?

Ruwee nudges Jobal out of the conversation he's in. He fleetingly acknowledges her.

RuWEE (CONT'D)

Hyperdrive motivator fell out in mid-flight and we had to bargain with some hovering... _insect_ for another one. And then it still wouldn't take off! I thought we were goners. The sand. The food. And the _people_-

Padme glances at Anakin and hastily jumps in.

PadME

I liked that ship.

RUWEE

(Withering look.)

You would.

AnAKIN

I'm sure most outsiders don't like Tatooine, Queen Amidala. It's really not until you see the sunsets from the desert that you start to appreciate-

But Ruwee has moved on.

RUWEE

Don't be ridiculous, Binks. The _people_ are peaceful. The _leadership_ must promote bureaucracy if the planet is to remained unarmed. Debate is how we keep everyone occupied. You would know that if you were here more. Is it true you have yet to bring a single motion to the Senate? Maybe you belong back on the Mynoch farm with your dull brother Baba?

Wearing and appalled look, Binks slow turns toward Ruwee. Anakin stares at Padme. She gives a quick head nod.

_Let's get out of here._

Anakin stands and addresses Ruwee.

AnAKIN

Well, it's been, ah...

Ruwee ignores Anakin. He bows slightly and follows Padme of the room. Obi Wan watches them go but continues a discussion with Jobal.

Artoo looks this way and that, then follows Anakin and Padme.

Int. Naboo Royal Palace

Anakin catches up with Padme and stares at her. She looks straight ahead.

AnAKIN

Those are your-

PadME

Come with me!

She grabs his wrist and starts running, pulling him along.

ANAKIN

Where are we...

She pulls him around a corner. Artoo trails behind.

EXT. NabOO ROYAL PALACE

Padme, Anakin in tow, exit a small door in the back of the palace and proceed across the perfect lawn to a nearby, two-story home. Artoo whines as he is slowed by the grass.

Padme knocks once on the door. It opens. SHUMADME - a round-faced older woman - gasps with delight.

ShUMADME

Padme! My sweet, sweet niece. Come in, come in!

They enter.

INT. Shumadme's Home

Shumadme brings drinks to Padme and Anakin, who sit at a small table. She sits next to Padme, who watches Anakin look around the room with a smile on his face.

ShUMADME

(To Padme.)

He's cute!

PadME

(Flustered.)

Shuma!

She smiles and shrugs. Anakin looks at the two of them.

ANAKIN

This reminds me of my mother's kitchen. Just with less-

PADME

Sand?

ANAKIN

Droids.

Padme smiles.

PADME

Anakin, this is my Aunt, Shuma. My mother's sister-

ShUMADME

If you can believe it!

PADME

(Smiling.)

You met my parents, but Aunt Shuma raised me. Without her I would be-

ShuMADME

Probably a very successful...

Shumadme searches for the right word.

SHUMADME (CONT'D)

... Diplomat.

Padme gives Shuma a withering look.

Shumadme leans toward Anakin and speaks in a hushed voice.

ShUMADME (CONT'D)

Better than _Farmer_ _Binks_. Ever taste Mynoch? How he go so big eating food of that kind...

Anakin is shocked.

AnAKIN

He _eats _them?

PaDME

Shuma, he doesn't _eat Mynoch_.

Shuma gives Anakin a wide-eyed head nod. Anakin stifles a laugh.

ShuMADME

Anyway, you would be some other wonderful version of your wonderful self I'm sure.

Anakin reflects on this.

PadME

At Jedi camp we learn-

SHUMADME

Jedi camp?

AnAKIN

We call it Jedi camp sometimes.

ShUMADME

Why?

Anakin and Padme exchange a glance.

ANAKIN

Some of the teachers...

PadME

_Obi Wan._

ANAKIN

(Smiling.)

Treat us like kids.

ShUMADME

OK... so what are you learning at Jedi camp?

PadME

Well Anakin doesn't come to class very much lately-

Anakin quickly looks down.

PadME (CONT'D)

-But in Reverie with Master Yoda I have visions.

ANAKIN

You do?

PadME

(Serious now.)

Yes. Of the past. I see myself as a baby, crying in my mother's arms. And then she hands me to you, Aunt Shuma. And your smile makes me smile.

Padme looks up at Anakin, then at Shumadme.

PadME (CONT'D)

What would I have done without you?

Shuma gives Padme a gentle smile.

ShuMADME

You are more responsible than you think for who you are, my darling niece. A child's decisions seem small to the aged, but I knew how seriously you took tiny moments, and you were right far more than you were wrong. If that silly Midichlorian test showed you anything, it was that.

Padme smiles.

PADME

Anakin got the second highest score ever!

SHUMADME

Did you?

A withering look for Padme.

ANAKIN

She loves to remind me.

ShUMADME

(Smiles.)

When she was young she used float the family Gungan up into a tree and just leave him there, barking.

Anakin gasps in mock horror.

ANAKIN

(Mimicking Yoda.)

The dark side _that_ is!

PadME

What ever happened to Boss Bibble?

ShuMADME

Runover by a speeder. Crazy animal. One moment he was so sweet, the next he'd turn wild. Start fighting anything that moved.

Artoo moans.

shuMADME (CONT'D)

Anyway, Anakin, tell me about yourself. Second highest score - your parents must be proud.

Padme frowns.

PadME

He doesn't want to talk about-

AnAKIN

No. It's OK. My father is dead. He was... He was with Black Sun when they attacked the Jedi moon.

PADME

Anakin killed his father protecting me.

Anakin looks down. Shumadme puts a hand on Anakin's hand.

ShUMADME

It is not right to thank you for doing such a difficult thing, but-

PADME

Shuma-

AnaKIN

(To Shuma.)

I know how you feel. I saved her that day but killing him destroyed me.

Anakin looks intently at Padme.

AnAKIN (CONT'D)

You have saved me every day since.

Beat.

Shumadme places a hand on Padme's hand as well and looks at the both of them.

ShuMADME

You kids remind me of me and my husband! We tried for a long time to have our own children. They tell you chances are so good, but sometimes... well, you learn who you are. And then he got sick. I have no regrets though! Our time together was wonderful. And I have you, Padme, my pride and joy. 

Padme smiles.

Anakin takes a bite of food.

AnaKIN

You are a lot more like what I imagined when I pictured Padme's parents. Not that your mom isn't, uh...

Artoo erupts with a digital epithet.

Anakin turns toward Artoo, then back to the group.

AnAKIN (CONT'D)

Exactly.

Padme stands up, kisses Anakin on the head, and pours some more drinks.

INT. Shumadme's Home - Later that night

In a spare bedroom, Anakin lays awake. Covers are strewn around his feet and ankles. He wears only shorts. Artoo hums in one corner.

The door creaks open and Padme slips through, wearing just a nightgown.

Anakin stares, wide-eyed. He reaches down and yanks a sheet up to his chest.

AnaKIN

Hi!

PadME

Shh!

ANAKIN

(Whispering.)

Hi.

PADME

(Whispering.)

Hi.

ANAKIN

I'm sorry I... I mean Artoo didn't mean to say anything bad about your... I mean she seems fine...

Padme loosens the tie on her gown and it falls to her feet.

AnAKIN (CONT'D)

Probably lots of people don't like Tatooine...

Anakin trails off. He can't help but stare.

Slowly, a night table rises from the ground.

Anakin (CONT'D)

No.

Then a dresser.

Anakin (CONT'D)

No.

Then Artoo, whose head spins anxiously.

Anakin (CONT'D)

Oh no.

Anakin glances around with horror.

Padme smiles, walks to the bed, pulls back the cover, and lies down on top of him.

Anakin shakes.

PadME

_Relax_, Anakin.

She kisses him. He relaxes a bit.

Smiling, Padme makes a movement with her hand and Anakin's shorts float out from the bottom of the bed and land gently on the floor.

She starts kissing him again.

ANAKIN

(Newly flustered.)

What about... what about... what about what Shuma said.

PADME

What did she say?

AnAKIN

You know. Children.

Padme gives Anakin a funny look.

AnaKIN (CONT'D)

Chances are good...

Padme put her lips near Anakin's ear, and whispers.

PADME

Never tell me the odds.

Fade Out.

INT. ShuMADME'S HOME - Kitchen

Shumadme sits at the table, reading. Suddenly - _Slam!_ - A crash from overhead.

Without looking up, Shuma smiles and continues reading.

Cut TO:

Ext. Space Near Coruscant

Coruscant spins, still surrounded by the energy-discs that power its rotation. Two ships interweave as they fly through distant space. They disappear behind the planet.

On the ships. They bend around the planet and settle into a docking formation. Ahead is an Imperial Class Star Destroyer - _The Bellum_. The ships commence docking.

INT. _The Bellum - _Tarkin's Offices

General Tarkin sits in his offices, absently spinning a holographic globe of Coruscant. He stops it in mid-rotation and cocks his head, staring intently.

A beep sounds from his door, rousing Tarkin from his concentration.

TARKIN

Come!

The door slides open. A Stormtrooper steps smartly though and removes his helmet. He is Cody.

TarKIN (CONT'D)

Commander Cody. Back so quickly?

CoDY

It was a bloodbath.

(Smiling.)

For the Black Sun.

TARKIN

Well done. And your command?

Cody pauses for a moment.

CODY

They work hard but not smart. Not enough anyway. The Jedi are...

TARKIN

Unnatural.

CODY

Amazing.

CoDY (CONT'D)

Sir?

Tarkin sighs.

TARKIN

It is an addiction, Commander. The fantasy of a savior. You will be at your best when you understand help rarely help comes when called.

CODY

I...

TARKIN

Speak, Cody. I already know what you are about to say.

CODY

Just that... They have always been there for me.

Tarkin turns away, stares out the ship window.

TARKIN

What did you expect from your parents before they were unceremoniously blown up on Ord Mantell?

Cody swallows hard.

CoDY

I see your point, sir.

TARKIN

Good. What of the Wookies?

CODY

They don't trust us.

Tarkin turns back.

TARKIN

All must choose a side eventually, no matter how... furry.

CODY

Yes, sir. What next, General?

Tarkin smiles.

He is proud of himself for investing in Cody.

TARKIN

Prepare your troops for low orbit. We need some final data from the discs. I want them deactivated, and in my possession within a fortnight.

CODY

You have plans for them, sir?

TARKIN

Oh yes, Commander. They unleash more energy than we believed possible. Now, go.

CodY

Yes, sir.

Cody turns and takes a step. Then turns back.

CoDY (CONT'D)

Sir?

TARKIN

What is it, Cody?

CODY

Where do you think Grievous got the discs, sir?

Tarkin appraises Cody. Once again he feels pride.

TARKIN

I have often wondered the same. If he has similarly advanced technology he hasn't shown it. I think it safe to say no group working directly for Grievous produced the discs. More likely they come from an interested party, perhaps one waiting to see the outcome of all this.

CODY

But who?

TARKIN

Another good question, Commander.

Beat.

Cody realizes it's time to leave. He turns and exits.

CuT TO:

Int. _The BELLUM_

Cody walks briskly down the hallway outside Tarkin's offices. He passes a Stormtrooper standing at attention.

CODY

With me, Keening!

The Trooper turns, and marches behind Cody.

CuT TO:

Int. _The BELLUM_ - Tarkin's Offices

Tarkin sits back at his desk. Soft light emanates from the screen in front of him.

He presses a button. Chancellor Palpatine's holographic image fades into view.

TarKIN

Sir.

PalPATINE

General Tarkin. Report.

TARKIN

Kashyyyk is secure. Your spies gave us everything we needed.

PALPATINE

Good work, General. What of the Wookies?

TARKIN

Bounty hunters dispatched. It's a slow roundup, but effective.

PALPATINE

Good thought, General. Keep it quiet...

TARKIN

And trooper moral is unaffected. Thank you, sir.

PALPATINE

And the discs?

TARKIN

We are getting closer.

PALPATINE

It must be soon, General. The Jedi moon threatens to dislodge from orbit.

TARKIN

I have my best people on it. It won't be long now.

PALPATINE

Very good, General. Report back when you have them.

Palpatine motions to end the communication.

TARKIN

Sir?

PALPATINE

What is it, General?

TARKIN

Have your spies come closer to tracking down Grievous?

PALPATINE

Closer? We have some leads. The Jedi are investigating.

Tarkin squints.

TARKIN

We don't need their kind. Let me send my people. Good troops, that obey orders.

PALPATINE

The Jedi are a relentless and powerful ally, General Tarkin.

TARKIN

But can we trust them? What is the purpose of a Jedi? Peacekeeper? This is war.

Palpatine smiles.

PALPATINE

You wonder if they will be there in your time of need, General. A fair concern. But all believe they know darkness until they see their shadow. Before you dismiss the Jedi, ask yourself if you know the purity of pure despair.

Tarkin's jaw clenches.

TARKIN

You know I do.

Beat.

Palpatine appraises Tarkin, who remains tight-lipped.

PALPATINE

Finish your work on the discs. When you are done, take the fleet to the Chommell sector and await my orders.

Tarkin's jaw unclenches. This is as close as he gets to smiling.

TARKIN

Yes sir.

On Palpatine. The hologram fades and is replaced by his flesh.

INt. PaLPATINE'S QUARTERS

The communication complete, Palpatine sits alone.

PalPATINE

(With admiration.)

You are a lord of nature, General Tarkin.

Palpatine's eyes deepen to red, outlined in yellow.

Illusion slow-fades.

Lights dim.

Darth Sidious emerges.

Sidious motions. A holographic image of Count Dooku flickers to life, illuminating the room in a ghostly blue. Dooku kneels.

DOOKU

_It is done,_ _my master_.

CuT TO:

INT. NABOO ROYAL PALACE

Obi Wan Kenobi eats breakfast alone, his concentration fixed on a series of scrolls and books in front of him.

Carrying trays of food, Anakin and Padme enter the room. Artoo trails behind them. They sit at the far end of Obi Wan's table.

Obi Wan looks up from his reading and appraises the Jedi for a long moment.

OBI WAN KENOBI

Good morning to you both. I trust you slept well?

Artoo grunts. Anakin and Padme concentrate on their food.

OBI WAN KENOBI (CONT'D)

I spent the night in the Palace Archives.

Padme and Anakin exchange a heads-down eye roll.

OBI WAN KENOBI (CONT'D)

(Unmoved.)

There is more to this planet than we knew.

AnAKIN

What do you mean?

OBI WAN KENOBI

Look at this.

Obi Wan slides a document over to Anakin and Padme, who look with interest.

ANAKIN

It's a map.

OBI WAN KENOBI

Correct. Look to the Lianorm Swamp, south of the Great Grass Plains. What do you see?

ANAKIN

I see... mud.

OBI WAN KENOBI

Keep looking.

ANAKIN

Grass?

OBI WAN KENOBI

This isn't a game, Anakin.

ANAKIN

Sorry, Master, but isn't there an easier way?

OBI WAN KENOBI

Any quicker and we miss the chance to learn, Anakin.

Anakin smirks.

ObI WAN KENOBI (CONT'D)

Padme? Do you see it?

Padme stares, then inhales sharply.

PaDme

A _Bedim_.

OBI WAN KENOBI

Excellent, Padme.

She smiles. Anakin is lost.

AnAKIN

A what?

Padme

A Jedi mark, used during the early Sith wars. It's this blurred spot, outside the city of Keren. When was this map made?

OBI WAN KENOBI

An excellent question. It is many thousands of years old. Even Yoda does not recognize it.

PADME

What do you think it means?

OBI WAN KENOBI

We-

Anakin cuts Obi Wan off.

AnAKIN

It means there were Jedi here before, and we should see what they left for us.

OBI WAN KENOBI

(Surprised.)

Us?

Anakin looks over Obi Wan, and into the far distance.

ANAKIN

I feel our destinies tied to this place you found last night, Master Kenobi. I sense... it holds answers.

He makes eye contact with Obi Wan.

AnAKIN (CONT'D)

I don't know why I feel these things. But we must go there.

Obi Wan closes his eyes and relaxes in concentration.

OBI WAN KENOBI

(Opening his eyes.)

The Force is strong with you, Anakin. The Jedi struggle with their sight... even Yoda... but you have found yours. Perhaps our destinies are indeed connected to the Bedim.

ANAKIN

So we're going?

OBI WAN KENOBI

Master Yoda councils caution. He senses a trap.

ANAKIN

And what do you sense, Master?

Obi Wan appraises Anakin carefully.

CuT TO:

Ext. Naboo ROYAL PALACE

Anakin, Padme, and Obi Wan board speeders. Artoo sits in a sidecar attached to Obi Wan's. The head out, speeding toward the outskirts of Keren.

Anakin trails behind the other two, lost in thought. Naboo's twin suns begin to rise. Their light hits Anakin's eyes. He blinks rapidly, and slows to a stop.

Obi Wan and Padme continue ahead. After a moment, Padme looks back and notices Anakin's absence. She turns the speeder in a wide arc.

Anakin walks to the top of a small hill and stares at the rising suns.

Padme leaves her speeder near Anakin's. She walks to him.

AnaKIN

Something has changed. Something has changed.

Padme

I feel it too.

ANAKIN

What is it?

PADME

Last night was... But... Grievous might be here, on this planet, right now.

ANAKIN

Last night was last night. I liked things better when I was thinking just about you.

Padme smiles.

PADME

What are you thinking about now?

Anakin stares but doesn't say anything.

PADME (CONT'D)

What are you thinking about now?

ANAKIN

Us. Older.

Anakin swallows.

AnAKIN (CONT'D)

Kids.

PADME

Kids?

They contemplate this for a moment. Anakin turns back to the sunrise.

Padme turns as well, and hooks her arm around Anakin's. They watch together.

PADME (CONT'D)

Let's stop Grievous... first.

Anakin smiles at her.

AnAKIN

Let's stop Grievous first.

Cut TO:

Int. PaLACE ON NABOO

Ambassador Binks speaks quietly into a communicator.

AmBASSADOR BINKS

The Jedi left early this morning on speeders.

He pauses.

AmBASSADOR BINKS (CONT'D)

Keren, I believe.

Another pause.

AmBASSADOR BINKS (CONT'D)

Yes, my lord. Thank you, my lord.

CuT TO:

Ext. Naboo - Outskirts of Keren

Anakin and Padme pull up next to Obi Wan's speeder and dismount. Artoo chortles a greeting. Obi Wan walks in a nearby wooded area, map in hand.

Anakin

Find anything?

Obi Wan glances at the map and then around.

OBI WAN KENOBI

This should be it... I see nothing.

Anakin

Perhaps...

OBI WAN KENOBI

Perhaps what?

Anakin peers intently at a huge tree at the edge of the wood. He slowly approaches.

Anakin

A...

He runs his fingers up the edge of the tree bark.

Anakin (CONT'D)

... Different...

He finds a seam and pulls.

Anakin (CONT'D)

... Point...

It opens like curtains.

Anakin (CONT'D)

... Of view.

Anakin smiles and looks back. He steps through.

Int. jedi tree - Naboo

Anakin moves in almost total darkness. The walls around him drip with moisture. A two-headed snake flicks its tongues and coils around a branch above. Anakin shivers, his cold breath filling the cave. He ignites his lightsaber and steps further in. The darkness swells and extends. Only the humming of his sword makes noise.

A snap, and a hiss. Two swords ignite in front of him. He stares. Two Anakin Skywalkers face him; the light from their swords cast deep shadows on the other.

Anakin stands defensively. The two Anakins do not speak, but their ghostly, singsong metallic voices echo and bounce through the thick air.

Vision anakins (V.O.)

In the darkness... In the darkness...

Anakin looks around, trying to find the source.

Vision anakins (V.O.)

The eye begins to see... The eye begins to see..

Anakin refocuses. Saber extended, he slowly circles the two.

Vision anakins (V.O.)

Shadows in the shade... Shadows in the shade... Natural shapes... Natural shapes... Unnatural light... Unnatural light...

Anakin shakes his head as if trying to clear the voices. He keeps circling.

Vision anakins (V.O.)

How far to find ... How far to find ... Which I is I? Which I is I?

Anakin sneers.

He whispers under his breath.

Anakin

Fear. Hate. Triumph. Elation.

Anger takes over fear.

Anakin lunges. The Vision Anakins meet his sword with theirs.

Vision anakins (V.O.)

Death of the self... Death of the self... Death of the self... Death of the self...

Anakin swipes through one of the Vision Anakins. It collapses to the ground. Anakin pauses, and looks at his other foe. The Vision Anakin stares back.

The Penury appears in front of Anakin. It stretches, expanding toward him. It reaches his face and flows over it like indestructible rubber. With his free hand he tries to pull it off, but it's like a part of his own body.

Anakin

No. No!

His breathing changes. He swings wildly with his sword.

The Vision Anakin lowers his weapon.

Anakin (CONT'D)

Nooooooo!

Anakin fights to rip off the Penury. From above, Darth Vader's helmet floats down. As it does, the Penury shivers, and detaches. It flows down Anakin's body, coating him in black, freeing his face.

The helmet descends onto Anakin's head. His breathing corrects, and steadies.

He stands, taller and straighter. He has a calm power now, an elegance.

He lowers his lightsaber, pointing it downward.

The Vision watches Anakin, then fades from view. The voices sound again, dissipating with the Vision.

Vision anakins (V.O.)

Which I is I? Which I is I? Which I is I? Which I is I?

The cave fades away. The floor evaporates. Anakin falls.

CUT TO:

Int. GrIEVOUS'S BUNKER - ChOMMELL MINOR

Grievous stands outside his ship, speaking with Darth Maul. Grievous is anxious to board.

They speak in hushed, angry tones.

GRIEVOUS

_I saved you!_

MauL

You didn't have to.

GRIEVOUS

You would be dead.

MAUL

I am... not what I was.

GRIEVOUS

Again? Part metal, part man. But alive! Part of the cause!

MAUL

A cause you have betrayed!

GRIEVOUS

You couldn't possibly understand-

MAUL

That you were losing? That your despair outweighed the purity of your purpose?

Grievous's jaw clenches but he does not respond.

MauL (CONT'D)

You have been... seduced by this army... you go too far.

GRIEVOUS

I go as far as I must! This army will destroy the Jedi!

MAUL

You lose for winning.

Maul turns his back on Grievous, and walks away.

GRIEVOUS

Wait!

Maul turns.

GrIEVOUS (CONT'D)

Your gifts. them.

Maul's eyes widen.

MauL

You know I cannot.

GRIEVOUS

Can't you?

Lightning quick, his mechanical arm extends at Maul. Maul leaps, but is too slow. Grievous catches a leg and whips him hard against the wall, knocking him unconscious.

CuT TO:

Int. GrIEVOUS'S Warship - cHOMMELL MINOR

Grievous taps buttons and flips switches. The ship roars to life. Grievous speaks into the communicator.

GRIEVOUS

This is General Grievous, addressing the fleet.

Grievous pauses, gathering his thoughts.

GrIEVOUS (CONT'D)

I know some of you feel the alliance we form today is... unnatural... undeserving of our mission to destroy the Jedi, unworthy of our spiritual struggle to terminate the Force. There was a time when I too...

Grievous glances at Maul's unconscious body.

GRIEVOUS (CONT'D)

... Wondered if there were lines I would not cross in my pursuit.

He looks away from Maul.

GRIEVOUS (CONT'D)

And it is true, the lines I have drawn, I have crossed. Can we defeat the Force without the Force? Can we fight an army without an army? Think what you wish, but I ask you, what line would _you_ draw and not cross to reach your goal?

Grievous hits the accelerator and launches out of the bunker.

GRIEVOUS (CONT'D)

Each day the enemy gains in strength. But we are no longer outnumbered. No longer must we rely only on fear tactics to keep the enemy at bay. Now we take the battle to them! And we mean not to terrify but to destroy!

Grievous reaches the edge of the atmosphere. He turns his ship back toward the planet. His bunker looks tiny from this distance.

He hovers, watching closely.

GRIEVOUS (CONT'D)

What are lines? Obstacles! Rules we cling to for reasons we know not why. Cross this false barrier with me today my friends, and we take this galaxy as our own. Are you with me?

Grievous waits. There is no movement. Then, a ship spits from the bunker. Then another. Soon, hundreds are shooting out. Grievous smiles, arcs his ship around, and zooms toward space.

CuT TO:

Int. GRIEVOUS'S BUNKER - ChOMMELL MINOR

Maul lies, still unconscious, on the empty bunker floor. Bits and pieces of what used to be his robotic arm and leg lay strewn around him. He lightsaber, split in two, sputters and sparks.

He moans, and turns over. Hi arm and leg stumps wave wildly. He looks that the debris, realizing what happened. With his good arm he uses the wall to drag himself to a stand.

Fade out.

Int. Jedi TowER, NABOO

The Jedi Tower is stacked on all sides with books and scrolls. Large reading tables fill the center. A white light streams in from above.

Anakin lands lightly on the floor of the temple. He takes a few steps. Padme and Obi Wan emerge behind him. Everyone stares in wonder at the temple interior.

ObI WAN KENOBI

Good work, Anakin. This place feels older than the galaxy. We may be the first to step foot in here in many millennia.

Obi Wan begins examining the books on and scrolls.

Anakin stares at Padme. She walks to him.

AnAKIN

(Quietly.)

Are you OK? You made it through the tree?

PaDME

Yes. One step and we were through.

Anakin doesn't know how to talk about what happened.

PaDME (CONT'D)

What's wrong?

He glances at Obi Wan, who is nose deep in a book.

AnAKIN

Ask me again sometime.

Padme nods.

AnaKIN (CONT'D)

(Louder.)

Let's take a look around.

OBI WAN KENOBI

Way ahead of you!

Obi Wan dumps a mountain of scrolls onto the table and steps back.

OBI WAN KENOBI (CONT'D)

These looks blank but-

The table appears built for this. The scrolls unfurl, and the table expands, neatly accommodating the group of them.

They lock into place along the table face. Light glows from under them, projecting through the scroll paper, forming bunches of indiscernible, three-dimensional holographic images that move above the table and undulate in the light that flows beneath.

Padme

Whoa.

OBI WAN KENOBI

Indeed.

Obi Wan approaches the table. A bundle of images flow toward him. As he gets closer, they disentangle, forming into images of a fleet of ships. In the center of fleet is a man, sitting cross-legged.

Obi Wan extends a hand and inhales sharply as the ships rush to it, flowing over his fingers and up his arm.

PADME

Are you-

OBI WAN KENOBI

It's... it's OK. I'm OK. I think it's... showing me something.

AnAKIN

What?

OBI WAN KENOBI

A meditation... I think. Meant for battle. See how all the ships operate in unison?

Padme approaches. A bundle of images flow over to her and circle her belly and upper body. She smiles and her eyes flood with tears. She slowly turns to Anakin.

ANAKIN

What is it?

He steps toward her. Instantly, every image reacts, leaping from Padme, Obi Wan, and the table to completely encircle Anakin. They whip around him like a cyclone.

Suddenly, they freeze, then stream to the white light at the center of the room.

They coalesce again, into a statue formed of light. The statue faces away from the three Jedi, staring up at the light above.

Padme get's there first.

PaDME

Anakin! It's you!

ANAKIN

What?

Obi Wan and Anakin circle around. The statue is an image of him, two times his size, made of solid light. It pulses from white to gray to black, and back to white.

Anakin looks at Obi Wan.

AnAKIN (CONT'D)

Why me?

Obi Wan shrugs.

PaDME

What's it looking at?

They look up. Anakin enters the center of the light that flows from above.

The statue of Anakin breaks apart and form a tower of structured light at the center of the room.

ANAKIN

Is this...?

Anakin looks at Obi Wan, then back at Padme.

ANAKIN (CONT'D)

I think this is a Skywalk.

PADME

No. There is only one.

Obi Wan nods.

OBI WAN KENOBI

Created by the Jedi when they built the temple on the Coruscant moon... It appears... there is another.

Padme looks up.

PadME

But Naboo has no moon.

She looks at Obi Wan.

PADME (CONT'D)

Where does it go?

OBI WAN KENOBI

Like you, I have no knowledge of any other Skywalk. I believed it to be unique. The scrolls obviously have an affinity for Anakin. Perhaps...

He looks at Anakin, who purses his lips.

PADME

We don't know where it goes.

AnAKIN

Let's find out.

He extends a hand. She is apprehensive, but approaches, and grabs the hand.

OBI WAN KENOBI

Wait, I'll-

The bend their knees, and jump. They rocket up the length of the Skywalk and disappear.

OBI WAN KENOBI (CONT'D)

Join you.

Obi Wan stares. He looks up.

OBI WAN KENOBI (CONT'D)

(Loudly.)

Is this teaching? A storm of... correspondence?

A voice answers.

Voice (O.S.)

_Let them_ _know you_, Obi Wan Kenobi.

Startled. Obi Wan inhales sharply.

OBI WAN KENOBI

(Incredulous.)

Qui-Gon?

A Force Ghost of QUI-GON JINN fades into view.

OBI WAN KENOBI (CONT'D)

It _is _you_._

Obi Wan stares.

QuI-Gon Jinn

They are not vessels to be filled, Obi Wan, they are lights. Switch them on.

Obi WAN KENOBI

They... find me tedious. I am just a lesson plan to them.

QUI-GON JINN

I have been watching you, Obi Wan. You operate at great distance from yourself. Was I so removed when I taught you? Your compassion is your strength. Do not be so afraid to share. Students... soldiers... they _will_ follow.

OBI WAN KENOBI

Mace Windu believes otherwise.

QUI-GON JINN

The Jedi Order is a great risk, my friend. Much is forgotten, much is misunderstood. Your feelings do you credit. Do not bury them.

Qui-Gon fades from view.

OBI WAN KENOBI

Qui-Gon!

Obi Wan realizes he is gone.

He looks back to the Skywalk. Newly resolute, he walks to the center and prepares to jump. At that moment - a scraaaaw-we! Artoo sounds the alarm. Obi Wan looks up, but turns and rushes out of the temple.

CuT TO:

Ext. Tatooine - Day

Travelling so fast they appear as two blurs, Anakin and Padme land at the base of the Skywalk. Anakin stumbles out and looks around.

AnaKIN

This... this is Tatooine!

Padme walks slowly out from behind him.

PaDME

What?

ANAKIN

We travelled-

PADME

Between planets.

They look at each other, astonished.

PaDME (CONT'D)

Do you recognize where we are?

Anakin looks around.

AnAKIN

I don't believe it. How did I never see this place before?

Anakin whirls. He grabs Padme's hand and starts pulling her.

PaDME

Where are we going?

ANAKIN

My mother's house!

Padme pulls back. Anakin turns.

PADME

What about Obi Wan?

ANAKIN

Oh. Uh. I'm sure he'll be happy with all the books and...

He stares.

AnAKIN (CONT'D)

I would have forgotten him.

He walks back to the Skywalk.

ANAKIN (CONT'D)

Why didn't he follow us?

PADME

Exactly.

Anakin stares off in the direction of his mother's house, then looks back at Padme.

AnaKIN

As soon as we can?

PADME

As soon as we can.

The rush back to the Skywalk, and leap.

CuT TO:

Ext. JeDI TREE, Naboo - Dusk

Obi Wan crouches outside the tree. In the distance, a ship approaches, a shadow across the reddening Naboo suns. Obi Wan squints. He doesn't recognize this ship.

Artoo moans near the three speeders. Obi Wan looks at them. With a hand movement, he uses the Force to activate two of the speeders. He points, and they rocket off in the direction of the Royal Palace.

He stands, and calmly walks toward the ship.

Cut TO:

Int. Black Sun STar Courier - dusk

From the cockpit, Count Dooku and Oowaku watch eagerly as Obi Wan emerges from the forest and walks into a clearing. Dozens of Black Sun soldiers and what appear to be less fully realized copies of Oowaku - some have one eye, some have four legs, some have no mouth - mill about the ship. Two that have four arms each but no lower bodies act as pilots.

DooKU

Land in the clearing. Stay clear of our prize.

Clone Pilot One

Yes, sir.

Dooku turns to Oowaku.

DOOKU

The Force is with us my son, Obi Wan Kenobi is here.

OOWAKU

You recognize him?

DOOKU

Oh yes. He is young, strong with the Force. He will do nicely.

CuT TO:

Ext. Clearing Near the Jedi Tree, Naboo - Dusk

Obi Wan shields his eyes as the Courier ship lands in front of him. The exhaust from the ship billows into the field, adding a smoky tension. The sky turns green and purple as the suns disappear under the horizon.

The ship doors open and a walkway descends. Dooku and Oowaku emerge, flanked by clones and Black Sun soldiers.

Obi Wan gasps.

OBI WAN KENOBI

Dooku!

He eyes the group of soldiers and clones behind Dooku.

OBI WAN KENOBI (CONT'D)

You've been busy, Count. Your betrayal of the Jedi runs deeper than we imagined. Your... creations look particularly unnatural in this light.

Dooku is unperturbed.

DooKU

You have a decision before you today, Obi Wan Kenobi. Come willingly, or be taken. It's your choice, but I warn you not to underestimate my powers.

OBI WAN KENOBI

Oh I am well aware of your abilities, Count. It is why you are here that I can't figure out.

DOOKU

I am sure there is much that has not yet occurred to you, Master Jedi.

Obi Wan turns back to the trees, then to Dooku.

He ignites his saber.

OBI WAN KENOBI

Enlighten me.

Oowaku smiles, and lights his own lightsaber. Obi Wan looks to him.

OOWAKU

Gladly.

CUT TO:

Int. JedI TOWER, NABOO

Anakin and Padme land back in the Jedi Tower. They look around.

ANAKIN

Where is he?

PadME

Back outside?

Anakin swallows hard.

ANAKIN

Let's go.

They head toward the temple entrance.

Cut TO:

Ext. CLEARING NEAR THE JEDI TREE, NABOO

Oowaku leaps at Obi Wan. Obi Wan fights defensively, methodically giving ground to the aggressive Oowaku.

OBI WAN KENOBI

Your clones fight well, Count. Almost like a real Jedi.

Oowaku snarls, and takes a vicious swing. Obi Wan ducks underneath, and in one motion Force Pushes Oowaku and takes a look behind him.

In the distance, he spots Anakin and Padme emerging from the tree and crouching down behind the branches.

Obi Wan smiles.

Oowaku is slammed against the Courier ship. He stands, dazed. He starts to stumble back toward Obi Wan.

Dooku extends an arm, halting Oowaku.

DoOKU

No, my son.

He looks at Obi Wan.

DooKU (CONT'D)

Obi Wan Kenobi! It is not my wish to shed your blood.

Obi Wan stands straight. He extinguishes his lightsaber and places it on his hip.

Anakin and Padme remain crouched, watching the light from Obi Wan's lightsaber draw down.

PadME

We've got to help him.

AnAKIN

Let's go.

They start to stand.

ObI WAN KENOBI

Why are you here, Count?

As he speaks, Obi Wan subtly extends a hand behind him. Palm open, he motions downward.

Anakin and Padme fall flat to the earth.

Obi Wan clamps thumb to fingers.

Pinned to the ground, Anakin and Padme Jedi struggle to move their mouths. Anakin manages a quiet moan.

OBI WAN KENOBI (CONT'D)

Out for an evening flight, perhaps?

Dooku smiles. He walks slowly toward Obi Wan.

DooKU

There is much you do not understand, young Jedi. It was I who allowed the Bothans to know of Black Sun's attack on this planet.

OBI WAN KENOBI

Why this planet, Dooku? It holds nothing for you.

DOOKU

The Chancellor's home world? It seems like as suitable a start as any.

OBI WAN KENOBI

That is hardly a reason.

Dooku smiles.

DOOKU

The temple, you fool. The Skywalk! A dormant nexus, here, on this planet, ready to take us across the galaxy in an instant. Perhaps you located it already. You are not the only one who can read old Jedi maps. I found the _Bedim_ as well. It matters little. Grievous has the map now. Soon his soldiers will secure the Skywalk, and begin their assault on the galaxy.

OBI WAN KENOBI

You can't win, Dooku. You may know of the temple's existence, but only a Jedi can open it.

DOOKU

Oh I am certain you will help us when the time comes. Until then, Master Jedi, we have other plans for you.

Dooku lashes out with a blast of Force Lightning. Unready, Obi Wan takes the lightning in the chest. He screams, and falls backward.

Anakin and Padme remain pinned, but Anakin begins to break the hold. He attempts to push himself up.

DoOKU (CONT'D)

You underestimate the power of the dark side, Obi Wan. I could end your suffering now.

Another bolt of lightning and another scream of pain. Obi Wan flips over onto his stomach and stares at the place in the trees where Anakin and Padme lie.

Enduring the lightning, Obi Wan reaches a hand toward Anakin and Padme. Palm open, he lowers the hand to the ground.

Anakin is pinned once again. His eyes fill with fury.

Obi Wan flips onto his back. The lightning illuminates the clearing like a strobe light.

Obi WAN KENOBI

It's-

He reaches forward, absorbing the lightning in his hand.

ObI WAN KENOBI (CONT'D)

Going-

He get's up on two knees, then stands. Hunched forward against the lightning, he walks toward Dooku.

OBI WAN KENOBI (CONT'D)

More-

A step.

OBI WAN KENOBI (CONT'D)

Than-

He nears Dooku.

OBI WAN KENOBI (CONT'D)

That.

He falls to his knees, teetering on consciousness.

Dooku laughs. The lightning stops.

DoOKU

Good! Good. You will be a powerful ally, Master Kenobi. A powerful ally. Take him.

Dooku motions to the clones. A particularly brutish four-legged clone swings Obi Wan over his shoulder.

Facing backward toward the trees again, Obi Wan manages to open his eyes. Once more, he makes the downward motion with his palm.

Dooku's minions haul him into the ship. Everyone aboard, the engines roar to life, illuminating the field in a red glow. The ship takes off.

Only the engines are visible. Anakin and Padme are finally free.

AnAKIN

Ahhhhh!

He is up in an instant, chasing after the ship.

AnAKIN (CONT'D)

Get back here!

Anakin reaches out with the Force. For an instant, ship appears to slow.

PaDME

Anakin! No!

Anakin is tackled to the ground. The ship disappears from view.

Padme has Anakin pinned.

ANAKIN

What are you doing? Let me up!

PADME

Stop fighting, Anakin! Listen.

Anakin's breathing intensifies.

PaDME (CONT'D)

Listen! We may not have much time.

Anakin relaxes slightly.

AnAKIN

Why would he do that? We could have helped him! Could have stopped them!

PADME

Think! Dooku didn't know we were here. Look, over there.

She points.

PadME (CONT'D)

Our speeders are gone. Obi Wan hid our presence so we could find out why the Black Sun wanted this planet.

Anakin stops fighting against Padme's hold. She slowly lets him go.

AnAKIN

But we could have just beaten them.

PADME

You heard what Dooku said. There is a whole network of Skywalks! If that is true, the Black Sun can jump around the galaxy at will. We have to alert Master Yoda. Obi Wan knew this was too important. That we had to get back.

Anakin is distressed, angry.

ANAKIN

He should have let them take me. Why would he do this?

PADME

Anakin. Listen to me. He has shown great faith in us. We must do our part. There will be time to rescue him after we inform the council.

Anakin stares at Padme. She returns the stare with one of her own.

AnAKIN

I'll get Artoo. Let's return to the palace.

padme

Actually, I have a better idea.

Anakin finally smiles.

CuT TO:

Int. Black Sun STar Courier

Obi Wan slumps, half conscious, held up only by restraints bound to his wrists. Dooku stands straight, arms crossed, staring into the blackness of space that stretches out in front of the ship. The pilot pushes forward on the throttle, and the ship speeds away from the planet below.

Obi Wan's eyes flutter and close.

CuT TO:

Ext. TaTOOINE - Day

Anakin, Padme, and Artoo walk along a ridge in the desert sand.

CuT TO:

Ext. TaTOOINE - dAY

SHMI stands in her open doorway. She stares at Anakin for a moment, then rushes to hug him. They share a long embrace.

Anakin turns and extends an arm toward Padme. She extends a hand. Shmi brushes it aside and embraces Padme. Shmi pulls away and looks back and forth between the Jedi, a smile on her face.

CuT TO:

Int. TaTOOINE, Shmi's Home - Day

Anakin and Padme sit at Shmi's kitchen table. Shmi pours drinks at the counter. Droids of all shapes and sizes litter the room.

Padme looks around, smiling. She leans to Anakin.

PaDME

(Quietly.)

I get it.

Anakin smiles at her. Shmi brings the drinks over.

Shmi

Tell me again how you got here with no ship?

AnAKIN

Mom, I will tell you everything, I promise, but right now we need to use your communicator.

SHMI

Of course. It's, ah... hang on a minute.

ANAKIN

Mom?

SHMI

Yes?

Anakin stares.

Shmi (CONT'D)

It's fine. It's fine. I just... needed a few of the parts. Come on, I can get it right back together. Threepio has actually been working on fixing it this morning.

Anakin rolls his eyes. Padme snorts. They get up and head to the other room.

PADME

Come on, Artoo.

Artoo chirps.

CuT TO:

Int. TaTOOINE, SHMI'S HOME - Day

Pieces of the communicator are strewn around the floor. Without luck, SEE THREEPIO is trying to light a welder. A spark flies up and bursts on his face.

Threepio

Oh dear! Oh dear! I'm melting!

Threepio desperately tries to remove the smoke from his eyes.

Artoo rolls forward and sprays Threepio with his fire extinguisher.

The spray evaporates. Threepio is coated in soot and chemicals.

Threepio looks down at Artoo.

ThreEPIO (CONT'D)

Why, thank you. I am See Threepio, human cyborg relations. And you are?

Artoo chortles.

THREEPIO (CONT'D)

Well, nice to meet you, Artoo Deetoo.

Artoo blurts out series of churlish beeps.

THREEPIO (CONT'D)

(Indignant, flustered.)

Doing it wrong? What would you know about fixing a communicator. More than a... who are you... a... a _golden toaster_?

Artoo snorts. He rolls to the communicator, extends his functioning welder, and begins to work. He spits out another rapid-fire slew of beeps.

THREEPIO (CONT'D)

I will not donate my parts so you can fix it!

Artoo moans. Padme steps fully into the room.

PaDME

You can understand him?

THREEPIO

Oh yes, Mistress Padme. Remember, I am fluent in over six million forms of communication. If I may be so bold, why do you travel with him if you don't know what he's saying?

Artoo belts out a curt set of beeps.

ThREEPIO (CONT'D)

Never mind, I believe I understand.

PADME

What did he say?

Artoo honks.

THREEPIO

Forgive me, but, he says you miss much of what he's trying to tell you.

Artoo beeps angrily.

ThREEPIO (CONT'D)

Well of course I am not going to translate directly! My decency circuits would short if I talked like you.

Artoo moans.

Shmi and Anakin watch this exchange.

Shmi

Well, they seem to have hit it off.

Anakin steps fully into the room.

THREEPIO

Master Anakin! So good to see you again sir! Have you come to help me fix the communicator as well?

Padme rolls her eyes. Anakin smiles.

AnaKIN

Hi Threepio. Uh, Artoo, what have we been missing?

Artoo erupts with a long narrative.

Taken aback, Anakin looks at Threepio.

THREEPIO

Recording? What recording?

More beeps.

ThreePIO (CONT'D)

How ridiculous. He seems to believe he knows the location of something called the black sun. I'm sure that doesn't mean anything. There's no such thing as a black sun. Artoo, that doesn't even make any sense.

Anakin and Padme inhale with surprise.

PadME

What?

AnAKIN

Artoo, tell us more. Now.

Threepio is confused.

THREEPIO

Was it something I said?

Warbles and chirps. Anakin and Padme turn to Threepio.

ThreEPIO (CONT'D)

He says he recorded a Black Sun ship exiting hyperspace near Coruscant.

Artoo projects a holographic image of a ship leaving hyperspace near Coruscant, re-entering on the other side of the planet, and entering the atmosphere.

AnaKIN

It's in a landing pattern. Heading to the dark side of the planet. This was taken before it started spinning.

Artoo beeps more.

THREEPIO

He says he took it after he was ejected from Obi Wan Kenobi's ship during an attack from someone called General Grievous.

Padme turns to Anakin.

PADME

Grievous on Coruscant? It's so risky.

AnAKIN

Maybe not. We would never look for him there. All the rumors and reports say he's in the outer rim.

PADME

And now working with Dooku. We need that communicator, Artoo.

Artoo hoots and the communicator roars to life. He sends two triumphant beeps in Threepio's direction.

ThrEEPIO

How rude!

Anakin and Padme sit at the communicator.

Cut TO:

Ext. Black Sun STar Courier

Dooku's ship rendezvouses with the rest of the Black Sun fleet.

Int. Black Sun Star Courier

Dooku speaks into a communicator.

DoOKU

Everything has proceeded as you have foreseen it, my master. Grievous believes he discovered the Skywalk nexus quite independently. We have captured Obi Wan Kenobi.

A pause.

DoOKU (CONT'D)

The others allowed the others to escape, unnoticed. I am certain they will have reported back to the Jedi council by now.

Dooku pauses, listening.

DoOKU (CONT'D)

Yes, my master.

He stops the communication. He walks to the ship cockpit and addresses the captain.

DOOKU (CONT'D)

Tell Grievous to begin landing his troops on Naboo. Take the palace, then await my instruction.

He looks at Oowaku.

DOOKU (CONT'D)

Oowaku, my son, take your brothers and guard the Jedi temple.

OOWAKU

Yes, father.

Oowaku beckons, and a dozen just like him follow him out the door.

Still bound, Obi Wan stirs.

Cut TO:

Int. Jedi trainING FACILITY, Coruscant - Day

Mace Windu and Yoda speak with Palpatine.

PalPATINE

General Tarkin's fleet is in the Outer Rim. I will send them to Naboo. If your young Jedi are right they will be heros. We can cut off this occupation before it begins, take them by surprise.

YODA

The shadow of the dark side I sense in this. Not all is as it seems.

PALPATINE

You do not want me to send the fleet?

WINDU

Are they ready?

PALPATINE

Experience comes from experience, as they say.

WINDU

Yes... I have heard them say that.

PALPATINE

I defer to your wisdom, Master Jedi.

Windu and Yoda exchange a grim look.

WinDU

Have them split up. Send a team to pickup Anakin and Padme on Tatooine. Send part of the fleet to guard space around the planet. Land the rest on the far side of the palace. We will rendezvous with them there.

PALPATINE

You are going yourselves, Master Jedi?

YodA

A Jedi once, Dooku was. Cast him out, we did. Nothing more. Undone by our own mercy, we may be.

PALPATINE

As you wish, Master Yoda.

Yoda looks at Windu.

YODA

Stop Dooku, we must. War, this could mean.

Palpatine smiles.

CuT TO:

Ext. TaTOOINE, SHMI'S HOME

Anakin, Padme, and Shmi watch a Republic cruiser begin its landing sequence. Artoo and Threepio wait by the entrance to Shmi's hut.

AnAKIN

I still don't understand why couldn't just take the Skywalk back.

PaDME

I already told you, Master Windu thought normal transportation would be better for now. We hardly understand the Skywalk, Anakin.

ANAKIN

_I _understand it.

She stares at him. The ship eases to the ground. The bays open and a short trooper emerges. He takes off his helmet as approaches.

Cody

Master Amidala, Master Skywalker. I am Captain Cody. My team will get you safely to Naboo.

They shake hands.

PaDME

Good to meet you, Cody. We are ready.

Anakin turns to Shmi.

AnaKIN

Thanks for the help, mom. We will return, I promise.

ShmI

Just promise to take care of yourself.

They embrace.

PADME

Time to go.

The three of them look back at the droids.

ShmI

Take him. I _want_ you to take him. You need a translator and, look, they obviously belong together.

Threepio looks around blankly as he absently rests one hand atop Artoo's domed head.

Anakin looks at Padme. She shrugs.

PADME

Artoo! Let's get out of here.

Artoo silently rolls forward.

ThrEEPIO

Well goodbye to you.

(Under breath.)

Good riddance.

She points to Threepio.

PaDME

You too, professor!

THREEPIO

Oh dear.

Threepio shuffles after Artoo.

CuT TO:

Ext. TaTOOINE, SHMI'S HOME

Anakin waves one last goodbye as the Jedi and the droids board the cruiser. It takes off.

EXT. Space Near Tatooine

The Republic cruiser exits the Tatooine atmosphere and leaps into hyperspace.

CuT TO:

Ext. space near naboo

The Back Sun fleet emerges from hyperspace. Fighters begin streaming from frigates, forming defensive configurations.

A landing contingent hurtles to the planet.

CUT TO:

Ext. NaBOO

The Black Sun landing contingent swoops down. Gunships form an offensive position. Hundreds of Black Sun soldiers flow from dozens of starships.

They are followed by thousands of Dooku clones, each more bizarre than the next. Some have one biological arm and one cybernetic arm outfitted with a small cannon. Some have no legs and roll on tank treads. Others have two heads, three arms, or two feet on each leg. Those identical to Oowaku wield lightsabers.

The Black Sun captains form the troops into formation and the march toward the palace begins.

Cut TO:

Ext. Space NEAR NABOO

Cody's Republic cruiser emerges from hyperspace and is immediately facing an armada of Black Sun starfighters. The pilots guide the ship into evasive maneuvers as they are pursued by the enemy ships.

PaDME

I thought the fleet was coming!

CoDY

They will be here! We've got to get down to the planet!

AnaKIN

We've arrived too soon. We have to-

The ship is rocked by gunfire. The two pilot slump as they are killed by a wave of electricity that runs through the ship's control circuits.

Anakin and Padme exchange a glance. The ship begins to fall through space.

Anakin leaps to the forward command, followed quickly by Cody. They push the Stormtrooper's that were commanding the ship out of the way.

AnAKIN (CONT'D)

Switch over. See that gap in their formation?

Anakin points.

ANAKIN (CONT'D)

Head there. Rear shields are still activated. We need to get them behind us.

Cody nods.

CodY

Guns are offline.

ANAKIN

Padme!

She turns, and runs back to the deck to try to repair the guns.

CODY

This is going to be shortest offensive of all time if the rest of the fleet doesn't get here.

Anakin smiles.

ANAKIN

We're just getting started.

Anakin pilots the ship into a whirling, diving, spinning maneuver. The Black Sun ships struggle to keep up. Two bank into one another, and explode on contact.

CuT TO:

Ext. Naboo - night

The Black Sun battalion crests a hill and finds an ambush waiting for them. Thousand of Stormtroopers and gunships unleash a hellstorm of laser fire on the enemy.

The Oowaku clones launch themselves down the hill and into the midst of the Stormtroopers and wreak havoc with their lightsabers. One is gunned down by a trooper's cannon. It bursts when it dies.

Cut TO:

Ext. SpaCE NEAR NABOO

The Republic cruiser remains barely ahead of its pursuers. It skips along the outer edge of a Black Sun command frigate, taking fire from both directions.

AnAKIN

Padme, any luck with those guns?

PaDME

Systems fried! Artoo, see what you can do.

Padme makes her way to the front of the ship.

PADME (CONT'D)

They're not coming back online any time soon.

AnAKIN

Now we find out who we really are. Are you with me, Cody?

CoDY

Just trying to keep up, sir.

At that, they are rocked again by laser blast.

CoDY (CONT'D)

Engine one is down!

The ship shakes. Wide-eyed, Anakin looks at Padme. He mouths the words.

_I love you._

She smiles.

Anakin pushes hard on the controls and the ship gives whatever it has left. They rocket toward the planet, chased by what seems like the entire fleet.

CuT TO:

Int. The BELLUM

Tarkin looks at a holographic map of the Naboo battlefield. COMMANDER AMOIDA approaches.

Commander AMOIDA

General Tarkin, the Stormtroopers have engaged Black Sun on the planet surface. The Black Sun fleet surrounds the planet.

TarKIN

Good work, commander. It's time we showed them this army we've been building. No more cowardly skirmishes commander, finally we have a true war. Take us out of hyperspace.

Commander aMOIDA

Yes, sir. Sir?

TARKIN

Yes, Commander.

COMMANDER AMOIDA

Reports indicate the Black Sun are using clones, sir. There are thousands of them.

Tarkin is stunned.

TARKIN

Disgusting. Our dishonorable fear mongers grow more desperate. Alert the fleet. Be ready for anything, Commander.

COMMANDER AMOIDA

Yes, sir.

Amoida exits.

Tarkin flips a switch and a holographic image of Palpatine appears.

TARKIN

It has stared, sir. And sir, they are using clones.

PalPATINE

Clones? Are you certain?

TARKIN

Yes, sir.

PALPATINE

The galaxy has not seen their kind in a millennia. I will alert the Jedi.

TARKIN

Yes, sir. With respect sir... I dread the thought of the Jedi getting their hands on cloning technology.

Palpatine studies Tarkin for a moment.

PALPATINE

An interesting thought, General. I agree - that is a risky proposition.

TARKIN

I am glad we agree, sir.

PalPATINE

Good work, general. Show them what you are capable of.

TARKIN

With pleasure, sir.

Tarkin ends the communication. He looks up to the icy swirl of light speed outside the Bellum's giant command center. The Bellum and hundreds of other ships exit hyperspace.

CuT TO:

Ext. SpACE NEAR NABOO

The Republic cruiser pulls up hard and is met by another wave of Black Sun starfighters. Anakin banks again and manages to get a few more to run into one another.

AnAKIN

This is like fighting without a lightsaber.

PaDME

You should be good at it.

ANAKIN

This isn't good?

He twists the controls again and two more Black Sun ships explode to the side of the ship.

Anakin smiles.

The ship is rocked again with laser fire.

AnAKIN (CONT'D)

Uh oh.

CoDY

Shields out. One more hit and we're done.

PadME

Anakin! Look!

They all look up. The Republic fleet emerges in front of them.

CODY

Woo hoo!

AnAKIN

Head for the planet!

The ship dives, it's pursuers pull up to face the sorties of Republic ships now heading for them.

A singular ship flies from the Black Sun command frigate. It dives after the Republic cruiser.

Cut TO:

Ext. Naboo

The inexperience of the Stormtroopers is beginning to show. Even with the advantage of surprise, they are slowly overwhelmed by the combination of seasoned Black Sun soldiers and Force-using clones.

STormtrooper One

We're going to need help!

StormtrooPER CAPTAIN

Keep moving, trooper! No help is coming!

Stormtrooper One

Yes, sir!

Stormtrooper One is gunned down as he answers.

CuT TO:

Int. Bridge of the Bellum

Tarkin and Commander Amoida observe the battle.

Commander aMOIDA

The Black Sun forces are... well coordinated.

TarKIN

It is worse than that. Our troops still do not fly in consistent formation. Get your orders out faster, Commander. Our inexperience will be our undoing.

CuT TO:

INT. BlacK SUN STar COURIER

Dooku and his commanders observe the battle. Many Republic starships explode in his view screen.

Black Sun Commander one

The Republic fleet is no match for us, Lord Dooku.

DooKU

Inexperience is their weakness. This is all too easy.

Obi Wan watches the Republic fleet struggle. He takes a deep breath, closes his eyes, and subtly reaches out with one hand.

CuT TO:

Ext. Naboo - Night

Anakin, Padme, and Cody, lead a cadre of Stormtroopers creeping through the bushes toward the Jedi tree. They crouch behind an outgrowth.

AnAKIN

I don't see anyone here... wait.

PADME

I sense it too.

They look up, and see twelve lightsabers ignite in unison, illuminating the Oowaku clones. They leap.

ANAKIN

Fan out!

He Force pushes many of the Oowaku clones back. He and Padme ignite their sabers and charge forward.

CoDY

Go! Go! Go!

Cody's troopers enter the battle, guns blazing. The Oowaku clones split up - some engage the Stormtroopers, others the Jedi.

As the did in practice, Anakin and Padme fight almost as one.

Padme catches an Oowaku clone off guard and Force pushes him into a huge tree. He is speared by the branches. He hangs for a minute, then bursts.

PADME

Gross! I guess it's true. Burst when they die.

ANAKIN

At least we can tell when they're dead!

He decapitates one. It's body explodes in one place, it's head in another.

PADME

They sure stink on the inside!

Cody's troopers don't do as well as the Jedi. He loses soldiers fast.

CuT TO:

Int. Bridge of the Bellum

Tarkin and Amoida grimly observe the battle. A Republic star destroyer is taken down by a swirling mass of Black Sun fighters.

CommANDER AMOIDA

We're... losing ships, sir.

TarKIN

I can see that, Commander. But-

Tarkin peers into a quadrant of their view screen.

TarKIN (CONT'D)

What is happening here?

Tarkin points. Amoida squints as he concentrates on the area of interest.

CommanDER AMOIDA

Their formation...

He looks up.

CommanDER AMOIDA (CONT'D)

These are advanced maneuvers. We have not practiced this.

TarkIN

It appears to be working, Commander.

CUT TO:

Ext. SpaCE NEAR NABOO

Republic fighters transition from scattershot positions into fluid formations. They fight with teamwork and cohesion they have never before displayed. Black Sun ships begin to fall.

CuT TO:

Int. BriDGE OF THE BELLUM

CommANDER AMOIDA

(Astonished.)

Sir, these tactics are spreading to the rest of the fleet!

Across the view screen, Republic fighters gain an advantage unthinkable moments ago.

CommANDER AMOIDA (CONT'D)

How can this be? Some kind of Jedi trick?

Tarkin's jaw clenches tighter.

CuT TO:

Int. BlacK SUN STAR COURIER

DooKU

What is happening, Commander?

BLACK SUN COMMANDER ONE

I... I am not sure, sir. The Republic ships are flying with new precision. We are-

DOOKu

Losing. But how?

Obi Wan Kenobi strains with concentration.

CuT TO:

Ext. Naboo - Night

Stormtroopers fall as they retreat. Soon they are surrounded on three sides.

Suddenly, six gunships appears above. Dozens of lightsabers ignite, and one hundred Jedi, led by Mace Windu, leap into the battle. The ships lift off and provide air cover.

Stormtroopers whoop with renewed vigor as they rally behind the Jedi. Clones explode and Black Sun soldiers are brought down as the tide turns. Windu leads the charge.

CuT TO:

Ext. Naboo - nIGHT

Anakin and Padme slice through the last of the Oowaku clones they face. Anakin turns, and sees the Stormtroopers quickly losing.

AnaKIN

Padme!

She turns. They leap, fighting their way through the Oowaku clones. Anakin kills the last one as I looms over Cody, preparing a killing blow.

Cody is the only Stormtrooper that remains. Anakin extends him a hand. Cody gratefully takes it. He looks back at his fallen comrades.

AnAKIN (CONT'D)

I... am sorry, Commander Cody. We should have better protected your men.

CoDY

Thank you. Someday... soon... we will be good enough to fight without help.

PadME

Why would you need to?

GrIEVOUS (O.S.)

Soon we will rid the galaxy of the Jedi. Perhaps that is what the Commander refers to.

The Jedi whirl. General Grievous calmly approaches. Anakin motions to Cody.

AnAKIN

Get behind us.

Padme ignites her lightsaber.

PaDME

General Grievous. Finally, you are bold enough to show yourself.

Anakin smiles, and ignites his own lightsaber.

GRIEVOUS

It is true, young Jedi. I happily emerge from the shade. In truth, the shadows there are darker than I knew.

His eye have a hollow, haunted look.

GriEVOUS (CONT'D)

But dark times are when the eye begins to see.

Anakin is momentarily paused by this. He blinks.

PADME

You cross many lines, General. Now clones - a low, even for you.

Grievous pulls a lightsaber from his belt and ignites it.

GRIEVOUS

I am heartened, Jedi. There is power in crossing lines. I will go to any length to reach my goal. That you will not will be your undoing.

PADME

You have no heart.

She lunges. His lightsaber meets hers. Anakin enters the fray. Grievous is incredibly strong, pushing the Jedi back with each swing of his sword.

AnAKIN

Padme, down!

Padme crouches, and Anakin uses her as a springboard to flip far up and over Grievous. They attack him from both sides. He is forced to fight defensively, but holds them off.

GrIEVOUS

Padme Amidala, is it? She of the highest Midichlorian score? This victory will be ever so sweet for the Black Sun. _My_ score was middling, princess. Am I am beating you!

He kicks. She defensively places an arm in front of her stomach. His leg catches the arm and she is launched backward. She slides to the ground, dazed.

AnAKIN

Padme!

Anakin looks past Grievous, and sees Padme, struggling to get up. Grievous punches Anakin in the face, dazing him. Grievous jumps, preparing to finish her. In mid-air, he is met by a hail of gunfire. He is forced into defending himself and lands in order to swat away the blasts.

CoDY

I've got her!

Cody rushes to Padme and crouches in front of her, continuing to fire. Grievous finds and opening and Force pulls the blaster to his hand. He crushes it.

Cody pulls a knife and stands, ready.

Grievous laughs.

GRIEVOUS

Very brave! But not as smart as the princess.

CuT TO:

Ext. Naboo - NIght

The Black Sun soldiers and clones are in full retreat, driven back by Jedi and Stormtroopers, fighting together.

Mace Windu flips open a communicator.

WinDU

Master Yoda! We've driven them back! I will take a contingent of Stormtroopers and secure the palace!

Yoda (O.S.)

Very good, Master Windu! Now, the dark side I sense, at the Jedi temple.

CuT TO:

Int. Black Sun STAR COURIER

Dooku and his commanders stare space in front of them.

DooKU

I... do not understand.

BlaCK SUN COMMANDER ONE

Our frigates are sustaining damage, sir. We cannot repel this attack.

DOOKU

Order the retreat.

Obi Wan slumps again, his face red and dripping. He allows a tiny, triumphant smile. Dooku eyes him suspiciously.

CuT TO:

Ext. Naboo - Night

Anakin leaps, landing in front of Grievous. Padme beings to rise.

ANAKIN

A Jedi must pass many tests, General. You obsesses over something that means nothing to us.

Grievous clenches his jaw. Anakin battles him with renewed vigor. He is Grievous's better, and with a swirling twist of this sword he has disarmed the cyborg.

Anakin brings his sword around to Grievous's throat.

AnAKIN (CONT'D)

You are beaten! Surrender. Do not make me destroy you.

Grievous laughs.

GriEVOUS

You fight well, Anakin Skywalker. But you do not know the lines you must cross in order to win.

Incredibly fast, Grievous extends his mechanical hand, catching Anakin's sword arm below the elbow.

Anakin screams in pain.

ANAKIN

Ahhh!

Grievous grits his teeth and shakes as he exerts his strength. His hand squeezes. Bones crunch. Anakin falls, unconscious, as him lower arm is severed from his body.

Grievous uses the Force to retrieve his lightsaber. He moves toward Anakin, ready to strike.

Padme leaps, blocking the blow.

PaDME

You'll not touch him.

Padme battles Grievous back, keeping him from reaching Anakin. Cody creeps over, and dresses Anakin's wound.

CoDY

(To Anakin.)

Stay with me. Stay with me. You're going to be OK.

Anakin moans.

Grievous attacks Padme with a series of slashes and then punches at her, extending his robotic arm to reach her face. She dodges.

PADME

I'm a fast learner, general. Best score ever, remember?

He grits his teeth. He feints at her stomach and she instinctively blocks, leaving her open to a punch in the face. She staggers back, stunned. She falls to her knees.

GRIEVOUS

You have failed, princess. Finally, I have tried my hand with a Jedi.

He moves toward her.

YoDA (O.S.)

There is no try.

Grievous whirls. Yoda, cane in one hand, walks haltingly into the clearing.

GRIEVOUS

Master Yoda. I am honored - it seems the Black Sun finally have your attention.

YODA

No honor is there for the honorless, Grievous. The dark side, I sense in you.

GRIEVOUS

Black Sun acknowledge neither light nor dark sides of the Force, Master Yoda. Good... bad... We are beyond such distinctions.

YODA

Acknowledge or not, the dark side you have joined. Obvious, this is, to those whose true ally is the Force. An agent of evil, you are.

Grievous smiles.

GRIEVOUS

Whatever it takes, Master Yoda.

Grievous whips an extended arm at Yoda. With minimal effort, Yoda Force pushes the arm. It reacts as if it hit a concrete wall, rippling back in powerful waves upon Grievous, and sagging, useless, to the ground. It retracts, but hangs limply at his side.

Yoda's lightsaber floats to his hand. He leaps, and is a whirling blur, unstoppable as Grievous attempts to deflect the sword with his one good arm.

Overmatched, Grievous quickly gives ground. Yoda lands, standing. He holsters his lightsaber and Force pushes Grievous back. Grievous slams into a tree. Incredibly, he stumbles but remains standing.

YODA

Hmm.

The Black Sun Courier appears overhead. A door opens, and Dooku hangs out the bay.

DoOKU

General Grievous!

GRIEVOUS

Count Dooku! Come down here! Together, we can finish them!

Dooku surveys Yoda and the others.

DOOKU

Not today! Come now, or be left behind!

GRIEVOUS

Cowards!

Furious but without options, Grievous extends his working hand to the ship above. He clasps on, and retracts his arm, pulling himself up.

Yoda watches the ship zoom into the night.

CuT TO:

Int. Jedi TRAINING FACILITY, CORUSCANT

Anakin lies on an operating table, unconscious. Droids work to attach a robotic arm.

Anakin (V.O.)

But Artoo recorded the image! He's on Coruscant! That may be where Obi Wan is!

Yoda (V.O.)

On the outer rim, the Chancellor's spies tell us, hide Dooku and Grievous. Now, there are fewer Jedi than ever. Need you to pursue Dooku, we do.

CuT TO:

Ext. CorUSCANT - Day

Anakin rides a speeder through the outskirts of Coruscant City.

AnaKIN (v.O.)

But what about Obi Wan? I feel his presence.

YoDA (V.O.)

But I do not. Clouded by the dark side, the future is. Respect his sacrifice, you must.

Anakin banks into a sharp turn as he rides along the city edge.

PalPATINE (V.O.)

Those who fight the darkness cannot see the shapes moving within the shadows.

ANAKIN (V.O.)

I can't get the image out of my head.

PalPATINE (V.O.)

Remember what you told me of the tree... how you pushed back against the darkness... found the will to act. It is time for you to find out who you really are, Anakin.

The speeder turns sharply again, into the uninhabited part of the planet.

ANAKIN (V.O.)

I have to save him.

CuT TO:

Ext. JeDI TREE, Naboo - Day

A group of Jedi exit the tree, carrying artifacts from the Jedi Tower. One stays behind as a guard.

YoDA (V.O.)

Save him you could, but give in to hate, you must not.

A lightsaber blade pierces through the midsection of the Jedi guard. He dies. The blade is pulled back. The guard falls, revealing Obi Wan Kenobi behind him.

YoDa (V.O.)

To the dark side, that leads. At great risk he is. Go with him now if you must, but be mindful. Down this path, do not follow. The turning moments have no feeling.

Obi Wan pulls his hood tight over his head, turns, and walks toward the Jedi tree.

CuT TO:

Ext. Space NEAR CORUSCANT

Cody leads teams of Stormtroopers that descend on the discs surrounding Coruscant.

Tarkin's voice sounds in his helmet.

TarkIN (V.O.)

We must double our efforts, become self sufficient.

Cody nods, grimly. He gives a hand signal. The Stormtroopers start pressing buttons on the discs. One by one, they shut down.

TarKIN (V.O.)

They will not always be there when we need them. Prepare the discs for conversion. This clone war is just starting.

Cody looks up at _The Bellum._

CuT TO:

Ext. CoRUSCANT - Day

Anakin stops his speeder. He dismounts and takes a few steps. He stares out at the horizon, standing at the planet's edge of night and day.

He looks up. One by one, the discs surrounding the planet go black. He looks forward again. The planet's spinning slows. The shadow creeps ahead, slowing. The planet stops spinning. The darkness halts at Anakin's toes.

A speeder pulls up alongside of where Anakin's is parked. A door opens. Feet hit the ground.

A hand slips into Anakin's hand. Padme stands alongside him.

They turn their heads toward one another, exchanging a silent look. They turn back to ahead. Each takes a breath and steps, into the shadow.

End.


End file.
